Exhibit 4.11


 


	EXECUTION
                                         VERSION



 


J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


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

as Master Servicer


 


RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


June 1, 2019


 


Benchmark 2019-B11 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2019-B11





	 






 






    


    


    

 





	TABLE
OF CONTENTS
	 
	 	 	Page
	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	6
	Section 1.02	Certain Calculations	123
	ARTICLE II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;
	ORIGINAL
    ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage
    Loans	124
	Section 2.02	Acceptance by Trustee	131
	Section 2.03	Representations, Warranties
    and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage
    Files and Breaches of Representations and Warranties	136
	Section 2.04	Execution of Certificates;
    Issuance of Lower-Tier Regular Interests	152
	Section 2.05	Creation of the Grantor
    Trust	153
	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 Serviced
    Companion Loans and REO Properties	154
	Section 3.02	Collection of Mortgage
    Loan Payments	161
	Section 3.03	Collection of Taxes,
    Assessments and Similar Items; Servicing Accounts	167
	Section 3.04	The Collection Account,
    the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account,
    the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the VRR Certificate
    Gain-on-Sale Reserve Account	171
	Section 3.05	Permitted Withdrawals
    from the Collection Account, the Distribution Accounts and the Companion Distribution Account	178
	Section 3.06	Investment of Funds
    in the Collection Account and the REO Account	190
	Section 3.07	Maintenance of Insurance
    Policies; Errors and Omissions and Fidelity Coverage	192



 






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	Section 3.08	Enforcement of Due-on-Sale
    Clauses; Assumption Agreements	197
	Section 3.09	Realization Upon Defaulted
    Loans and Companion Loans	203
	Section 3.10	Trustee and Custodian
    to Cooperate; Release of Mortgage Files	207
	Section 3.11	Servicing Compensation	208
	Section 3.12	Inspections; Collection
    of Financial Statements	216
	Section 3.13	Access to Certain Information	221
	Section 3.14	Title to REO Property;
    REO Account	244
	Section 3.15	Management of REO Property	246
	Section 3.16	Sale of Defaulted Loans
    and REO Properties	248
	Section 3.17	Additional Obligations
    of Master Servicer and Special Servicer	255
	Section 3.18	Modifications, Waivers,
    Amendments and Consents	258
	Section 3.19	Transfer of Servicing
    Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	270
	Section 3.20	Sub-Servicing Agreements	277
	Section 3.21	Interest Reserve Account	280
	Section 3.22	Directing Certificateholder
    and Operating Advisor Contact with Master Servicer and Special Servicer	281
	Section 3.23	Controlling Class Certificateholders,
    Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder
    and the Risk Retention Consultation Party	281
	Section 3.24	Intercreditor Agreements	285
	Section 3.25	Rating Agency Confirmation	287
	Section 3.26	The Operating Advisor	289
	Section 3.27	Companion Paying Agent	297
	Section 3.28	Companion Register	297
	Section 3.29	Certain Matters Relating
    to the Non-Serviced Mortgage Loans	298
	Section 3.30	[Reserved]	300
	Section 3.31	[Reserved]	300
	Section 3.32	Delivery of Excluded
    Information to the Certificate Administrator	300
	Section 3.33	Certain Matters with
    Respect to Joint Mortgage Loans	301
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	305
	Section 4.02	Distribution Date Statements;
    CREFC® Investor Reporting Packages; Grant of Power of Attorney	318
	Section 4.03	P&I Advances	324
	Section 4.04	Allocation of Realized
    Losses	327
	Section 4.05	Appraisal Reduction
    Amounts; Collateral Deficiency Amounts	328
	Section 4.06	Grantor Trust Reporting	332
	Section 4.07	Investor Q&A Forum;
    Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	333
	Section 4.08	Secure Data Room	336



 






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	ARTICLE V
	 	 	 
	THE
    CERTIFICATES
	 
	Section 5.01	The Certificates	338
	Section 5.02	Form and Registration	338
	Section 5.03	Registration of Transfer
    and Exchange of Certificates	341
	Section 5.04	Mutilated, Destroyed,
    Lost or Stolen Certificates	350
	Section 5.05	Persons Deemed Owners	351
	Section 5.06	Access to List of Certificateholders’
    Names and Addresses; Special Notices	351
	Section 5.07	Maintenance of Office
    or Agency	352
	Section 5.08	Appointment of Certificate
    Administrator	352
	Section 5.09	[Reserved]	353
	Section 5.10	Voting Procedures	353
	 	 	 
	ARTICLE VI
	 	 	 
	THE
                                         DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE

                                                                       OPERATING
                                         ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE

                                                                       DIRECTING
                                         CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY

	 
	Section 6.01	Representations, Warranties
    and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	354
	Section 6.02	Liability of the Depositor,
    the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	360
	Section 6.03	Merger, Consolidation
    or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
    Reviewer	360
	Section 6.04	Limitation on Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
    Others	362
	Section 6.05	Depositor, Master Servicer
    and Special Servicer Not to Resign	368
	Section 6.06	Rights of the Depositor
    in Respect of the Master Servicer and the Special Servicer	368
	Section 6.07	The Master Servicer
    and the Special Servicer as Certificate Owner	369
	Section 6.08	The Directing Certificateholder
    and the Risk Retention Consultation Party	369



 






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	ARTICLE VII
	 	 	 
	SERVICER
    TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination
    Events; Master Servicer and Special Servicer Termination	378
	Section 7.02	Trustee to Act; Appointment
    of Successor	387
	Section 7.03	Notification to Certificateholders	388
	Section 7.04	Waiver of Servicer
    Termination Events	389
	Section 7.05	Trustee as Maker of
    Advances	389
	ARTICLE VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee
    and the Certificate Administrator	390
	Section 8.02	Certain Matters Affecting
    the Trustee and the Certificate Administrator	391
	Section 8.03	Trustee and Certificate
    Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	394
	Section 8.04	Trustee or Certificate
    Administrator May Own Certificates	394
	Section 8.05	Fees and Expenses of
    Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	394
	Section 8.06	Eligibility Requirements
    for Trustee and Certificate Administrator	396
	Section 8.07	Resignation and Removal
    of the Trustee and Certificate Administrator	397
	Section 8.08	Successor Trustee or
    Certificate Administrator	399
	Section 8.09	Merger or Consolidation
    of Trustee or Certificate Administrator	400
	Section 8.10	Appointment of Co-Trustee
    or Separate Trustee	400
	Section 8.11	Appointment of Custodians	401
	Section 8.12	Representations and
    Warranties of the Trustee	402
	Section 8.13	Provision of Information
    to Certificate Administrator, Master Servicer and Special Servicer	403
	Section 8.14	Representations and
    Warranties of the Certificate Administrator	403
	Section 8.15	Compliance with the
    PATRIOT Act	404
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase
    or Liquidation of All Mortgage Loans	405
	Section 9.02	Additional Termination
    Requirements	408
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL
    REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	409



 






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	Section 10.02	Use of Agents	413
	Section 10.03	Depositor, Master Servicer
    and Special Servicer to Cooperate with Certificate Administrator	413
	Section 10.04	Appointment of REMIC
    Administrators	413
	 	 	 
	ARTICLE XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties;
    Reasonableness	414
	Section 11.02	Succession; Subcontractors	415
	Section 11.03	Filing Obligations	417
	Section 11.04	Form 10-D and
    Form ABS-EE Filings	418
	Section 11.05	Form 10-K Filings	422
	Section 11.06	Sarbanes-Oxley Certification	425
	Section 11.07	Form 8-K Filings	426
	Section 11.08	Form 15 Filing	428
	Section 11.09	Annual Compliance Statements	429
	Section 11.10	Annual Reports on Assessment
    of Compliance with Servicing Criteria	430
	Section 11.11	Annual Independent
    Public Accountants’ Attestation Report	432
	Section 11.12	Indemnification	433
	Section 11.13	Amendments	436
	Section 11.14	Regulation AB
    Notices	436
	Section 11.15	Certain Matters Relating
    to the Future Securitization of the Serviced Pari Passu Companion Loans	436
	Section 11.16	Certain Matters Regarding
    Significant Obligors	441
	Section 11.17	Impact of Cure Period	441
	 	 	 
	ARTICLE XII
	 	 	 
	THE
    ASSET REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	442
	Section 12.02	Payment of Asset Representations
    Reviewer Asset Review Fees and Expenses; Limitation of Liability	448
	Section 12.03	Resignation of the
    Asset Representations Reviewer	450
	Section 12.04	Restrictions of the
    Asset Representations Reviewer	450
	Section 12.05	Termination of the
    Asset Representations Reviewer	450
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section 13.01	Amendment	453
	Section 13.02	Recordation of Agreement;
    Counterparts	458
	Section 13.03	Limitation on Rights
    of Certificateholders	459



 






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	Section 13.04	Governing Law; Submission
    to Jurisdiction; Waiver of Jury Trial	460
	Section 13.05	Notices	460
	Section 13.06	Severability of Provisions	467
	Section 13.07	Grant of a Security
    Interest	467
	Section 13.08	Successors and Assigns;
    Third Party Beneficiaries	467
	Section 13.09	Article and Section
    Headings	468
	Section 13.10	Notices to the Rating
    Agencies	468
	Section 13.11	PNC Bank, National
    Association	469



 






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	EXHIBITS	 
	 	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB 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 X-D Certificate
	Exhibit A-10	Form of Class X-F Certificate
	Exhibit A-11	Form of Class X-G Certificate
	Exhibit A-12	Form of Class X-H Certificate
	Exhibit A-13	Form of Class A-S Certificate
	Exhibit A-14	Form of Class B Certificate
	Exhibit A-15	Form of Class C Certificate
	Exhibit A-16	Form of Class D Certificate
	Exhibit A-17	Form of Class E Certificate
	Exhibit A-18	Form of Class F Certificate
	Exhibit A-19	Form of Class G Certificate
	Exhibit A-20	Form of Class H Certificate
	Exhibit A-21	Form of Class R Certificate
	Exhibit A-22	Form of Class S Certificate
	Exhibit A-23	Form of Class VRR Interest Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit D-3	Form of Transferee Certificate for Transfers of the VRR Interest
	Exhibit D-4	Form of Transferor Certificate for Transfers of the VRR Interest
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R and Class S Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation
    S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry
    Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A
    Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation
    S Book-Entry Certificate after Restricted Period



 






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	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary
    Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party and/or Risk Retention Consultation
    Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder
    and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing
    Certificateholder, Controlling Class Certificateholder) and/or a Risk Retention Consultation Party
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or
    a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of Directing Certificateholder
	Exhibit P-1H	Form of Certification of a Risk Retention Consultation Party
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney – Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure



 






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	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of
    Asset Review Trigger]
	Exhibit TT	Certificate Administrator Receipt of the Retained Certificates
	 	 
	SCHEDULES	 
	 	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With Escrows or Reserves Exceeding, In The Aggregate, 10% of the Initial
    Principal Balance of the related Mortgage Loan (or related Whole Loan, if applicable)  


 






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This Pooling and Servicing
Agreement is dated and effective as of June 1, 2019, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
(exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax
purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier
REMIC”, and each a “Trust REMIC” as described herein).


 


In addition, the portion
of the Trust Fund consisting of the entitlement to Excess Interest and amounts in the Excess Interest Distribution Account will
be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes, and the Class S Certificates
will represent undivided beneficial interests in the Grantor Trust. As provided herein, the Certificate Administrator shall take
all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains
its status as a Grantor Trust under federal income tax law and not be treated as part of the Trust REMICs.


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of the entitlement to Excess Interest and amounts in the Excess Interest Distribution Account)
and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD,
Class LE, Class LF, Class LG, Class LH and Class LVRR Uncertificated Interests (the “Lower-Tier Regular Interests”),
which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also
issue the uncertificated Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier REMIC
and is represented by the Class R Certificates.


 









     


    


    

 





The following table sets
forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier Regular Interests and
the Class LR Interest:


 


	
        Class
        Designation

        
	 	
        Interest
        Rate

        
	 	Original Lower-Tier
 Principal Amount






	Class LA1 	 	(1)	 	 	 $   14,700,000
	Class LA2 	 	(1)	 	 	 $   81,700,000
	Class LA3 	 	(1)	 	 	 $   20,600,000
	Class LA4 	 	(1)	 	 	 $ 215,325,000
	Class LA5 	 	(1)	 	 	 $ 379,930,000
	Class LASB 	 	(1)	 	 	 $   18,615,000
	Class LAS 	 	(1)	 	 	 $ 125,292,000
	Class LB 	 	(1)	 	 	 $   43,070,000
	Class LC 	 	(1)	 	 	 $   40,459,000
	Class LD 	 	(1)	 	 	 $   23,492,000
	Class LE 	 	(1)	 	 	 $   18,272,000
	Class LF 	 	(1)	 	 	 $   18,271,000
	Class LG 	 	(1)	 	 	 $   10,441,000
	Class LH 	 	(1)	 	 	 $   33,934,181
	Class LVRR 	 	(1)	 	 	 $   54,952,694.03
	Class LR 	 	None(2)	 	 	      None(2)



 


 







 


		(1)	The
                                         interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date
                                         will be the Weighted Average Net Mortgage Rate for such Distribution Date.



 


		(2)	The
                                         Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate
                                         Balance or Notional Amount, will not bear interest and will not be entitled to distributions
                                         of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds remaining
                                         in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution
                                         Amount will be deemed distributed to the Class LR Interest and shall be payable to the
                                         Holders of the Class R Certificates.



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates, and (ii) the VRR Interest REMIC regular interest, which is designated as class of regular interest
in the Upper-Tier REMIC but is not represented by Certificates, each of which represents a “regular interest” in the
Upper-Tier REMIC created hereunder. The Upper-Tier REMIC regular interests will have the same Pass-Through Rates as their corresponding
Certificates and the same original principal amounts or notional amounts as the original certificate balance or notional amount
of their corresponding Certificates as shown on the “Certificates” table, below.


 


The Upper-Tier REMIC
also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 






    2


     


    

 





THE CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate
initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional
Amount”), as applicable, for each Class of Certificates:


 


	
        Corresponding
        Certificates

        
	 	
        Approx.

        Initial Pass-

        Through Rate

        
	 	Original Certificate Balance


or Notional Amount






	Class A-1 Certificates 	 	2.5682%	 	 	 $   14,700,000
	Class A-2 Certificates 	 	3.4097%	 	 	 $   81,700,000
	Class A-3 Certificates 	 	3.2616%	 	 	 $   20,600,000
	Class A-4 Certificates 	 	3.2805%	 	 	 $ 215,325,000
	Class A-5 Certificates 	 	3.5421%	 	 	 $ 379,930,000
	Class A-SB Certificates 	 	3.3932%	 	 	 $   18,615,000
	Class X-A Certificates 	 	1.0505%(1)	 	 	 $ 856,162,000(2)
	Class X-B Certificates 	 	0.6670%(1)	 	 	 $   83,529,000(2)
	Class A-S Certificates 	 	3.7840%	 	 	 $ 125,292,000
	Class B Certificates 	 	3.9553%	 	 	 $   43,070,000
	Class C Certificates 	 	3.7500%	 	 	 $   40,459,000
	Class X-D Certificates 	 	1.5228%(1)	 	 	 $   41,764,000(2)
	Class X-F Certificates 	 	1.2108%(1)	 	 	 $   18,271,000(2)
	Class X-G Certificates 	 	1.2108%(1)	 	 	 $   10,441,000(2)
	Class X-H Certificates 	 	1.2108%(1)	 	 	 $   33,934,181(2)
	Class D Certificates 	 	3.0000%	 	 	 $   23,492,000
	Class E Certificates 	 	3.0000%	 	 	 $   18,272,000
	Class F Certificates 	 	3.3120%	 	 	 $   18,271,000
	Class G Certificates 	 	3.3120%	 	 	 $   10,441,000
	Class H Certificates 	 	3.3120%	 	 	 $   33,934,181
	VRR Interest 	 	4.5228%(1)	 	 	 $   54,952,694.03
	Class R Certificates 	 	None(3)	 	 	N/A
	Class S Certificates 	 	None(3)	 	 	N/A



 





 



 






		

                                                    (1)
	The                                          Pass-Through Rate
                                                                                                                                                          for the Class X-A Certificates will be calculated in accordance with                                          the definition
                                                                                                                                                          of “Class X-A Pass-Through Rate”. The Pass-Through Rate for                                          the Class
                                                                                                                                                          X-B Certificates will be calculated in accordance with the definition of “Class
                                                                                                                                                          X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-D Certificates will
                                                                                                                                                          be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.
                                                                                                                                                          The Pass-Through Rate for the Class X-F Certificates will be calculated in accordance
                                                                                                                                                          with the definition of “Class X-F Pass-Through Rate”. The Pass-Through Rate
                                                                                                                                                          for the Class X-G Certificates will be calculated in accordance with the definition of
                                                                                                                                                          “Class X-G Pass-Through Rate”. The Pass-Through Rate for the Class X-H Certificates
                                                                                                                                                          will be calculated in accordance with the definition of “Class X-H Pass-Through
                                                                                                                                                          Rate”. Although it does not have a specified Pass-Through Rate (other than for tax purposes), the effective interest
                                                                                                                                                          rate for the VRR Interest will be the Weighted Average Net Mortgage Rate. 



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G or Class X-H Certificates
                                         will have a Certificate Balance; rather, such Classes will accrue interest as provided
                                         herein on 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 and the
                                         Class X-H Notional Amount, as applicable.



 


		(3)	Neither
                                         the Class R nor the Class S Certificates will have a Certificate Balance or a Notional
                                         Amount, and will not bear interest or be entitled to distributions of Prepayment Premiums
                                         or Yield Maintenance Charges. Any



 






    3


     


    




 


Aggregate Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.




 


THE GRANTOR TRUST


 


The portions of the Trust
Fund consisting of the Uncertificated Upper-Tier Regular Interest and the entitlement to Excess Interest (and the cashflows from
such assets) shall be classified as a trust under Treasury Regulations section 301.7701-4 and the holders of the certificates representing
undivided, beneficial ownership interests in such assets and cashflows shall be the tax owners of such assets and cashflows under
Code Section 671 (such a trust, a “Grantor Trust”). As provided herein, the Certificate Administrator shall
not take any actions that would cause the Grantor Trust to either (i) lose its tax status as a “grantor trust”
or (ii) be treated as part of either Trust REMIC.


 


The following table sets
forth the Class designation, the approximate initial interest entitlements, the initial Certificate Balance and the assets (and
cashflows) underlying each Class representing an interest in the Grantor Trust:


 


	Class
        Designation

        
	 	Interest
        Entitlements

        (per annum)

        
	 	Initial
        Certificate

        Balance

        
	 	Assets
        Represented by

        such
        Certificate

        

	Class VRR Interest	 	(1)	 	$54,952,694.03	 	Class VRR Upper-Tier

                                                                              Regular Interest

	Class S	 	(2)	 	(2)	 	(2)



 




		(1)	The Class
                                         VRR Interest Certificates will not have a Pass-Through Rate. Instead these Certificates
                                         will entitle the Holders to interest on any Distribution Date in an amount equal to the
                                         VRR Interest Distribution Amount for such Distribution Date. The Class VRR Interest Certificates
                                         will also be entitled to the VRR Percentage of the Excess Interest for such Distribution
                                         Date.



 


		(2)	The Class
                                         S Certificates represent undivided beneficial ownership interest in the entitlement to
                                         the Non-VRR Percentage of the Excess Interest. The Class S Certificates are not entitled
                                         to distributions in respect of principal or interest other than as described in the preceding
                                         sentence.



 


On the Closing Date,
the Depositor is selling, assigning and transferring and otherwise conveying to DBNY, $54,952,694.03 initial Certificate Balance
of the VRR Interest in the form of Class VRR Interest Certificates (which assignment, transfer and conveyance shall, solely for
purposes of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed
from the Depositor to GACC and from GACC to DBNY).


 


The Class S Certificates
shall represent undivided beneficial interests in the corresponding portions of the Grantor Trust, which consists of the Class
S Specific Grantor Trust Assets, as described herein. As provided herein, the Certificate Administrator shall not take any actions
to cause the portion of the Trust Fund referred to as the Grantor Trust to (i) fail to maintain its status as a trust the beneficiaries
of which are treated as the owners under federal income tax law or (ii) to be treated as part of any Trust REMIC. The beneficial
interests in the Grantor Trust will be represented by the Class S Certificates, which will not have Certificate Balances or Notional
Amounts, and will not bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.


 






    4


     


    

 





As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,099,053,875.


 


WHOLE LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA	Non-Serviced
    Primary Servicing Fee Rate	Companion
    Loan Type	Servicing
    Shift Lead Note (if any)
	1	3
    Columbus Circle	Non-Serviced	Benchmark
    2019-B10	0.0025%	Pari
    Passu and Subordinate	N/A
	2	ILPT
    Hawaii Portfolio	Non-Serviced	ILPT
    2019-SURF	0.00125%	Pari
    Passu	N/A
	3	59
    Maiden Lane	Non-Serviced	GSMS
    2019-GC39	0.0025%	Pari
    Passu	N/A
	4	101
    California	Non-Serviced	CALI
    2019-101C	0.00125%	Pari
    Passu and Subordinate	N/A
	5	SWVP
    Portfolio	Non-Serviced	BBCMS
    2019-C3	0.00125%	Pari
    Passu	N/A
	6	Arbor
    Hotel Portfolio	Non-Serviced	GSMS
    2019-GC39	0.0200%	Pari
    Passu	N/A
	7	Green
    Hills Corporate Center	Serviced	N/A	NAP	Pari
    Passu	N/A
	9	Moffett
    Towers II – Building V	Non-Serviced	GSMS
    2019-GC39	0.0025%	Pari
    Passu and Subordinate	N/A
	10	Newport
    Corporate Center 	Non-Serviced	BANK
    2019-BNK18	0.00125%	Pari
    Passu and Subordinate	N/A
	11	Western
    Digital R&D Campus	Serviced	N/A	NAP	Pari
    Passu	N/A
	12	Lakeside
    Apartments	Non-Serviced	GSMS
    2019-GC39	0.0300%	Pari
    Passu	N/A
	13	Central
    Tower Office	Non-Serviced	BANK
    2019-BNK18	0.0025%	Pari
    Passu	N/A
	15	Greenleaf
    at Howell	Serviced	N/A	NAP	Pari
    Passu	N/A
	20	57
    East 11th Street	Non-Serviced	GSMS
    2019-GC39(1)	0.0025%	Pari
    Passu	N/A
	21	Heartland
    Dental Medical Office Portfolio	Non-Serviced	WFCM
    2019-C50	0.0025%	Pari
    Passu	N/A



 





 










		(1)	On
                                         and after the securitization of the related lead note, the subject Whole Loan will be
                                         serviced pursuant to the Non-Serviced PSA governing the securitization of such lead note.



 


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, each
of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related
Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any
Pari Passu Companion


 






    5


     


    

 





Loan(s) to the extent provided in the related Intercreditor Agreement. Each Serviced Whole Loan will be serviced
and administered in accordance with this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan will be
serviced and administered in accordance with the related Non-Serviced PSA and the related Intercreditor Agreement. Each Servicing
Shift Whole Loan will be serviced and administered in accordance with this Agreement and the related Intercreditor Agreement prior
to the related Servicing Shift Securitization Date, and will be serviced and administered in accordance with the related Non-Serviced
PSA and the related Intercreditor 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 that secures 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.


 


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


 


Article
I



DEFINITIONS


 


Section 1.01 Defined
Terms.


 


Whenever used in this
Agreement, including in the Preliminary Statement, the following capitalized terms, unless the context otherwise requires, shall
have the meanings specified in this Article.


 


“10-K Filing
Deadline”: As defined in Section 11.05(a).


 


“15Ga-1 Notice”:
As defined in Section 2.02(g).


 


“15Ga-1 Repurchase
Request”: As defined in Section 2.02(g).


 


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


 


“17g-5 Information
Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located
within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab
on the page relating to this transaction.


 


“30/360 Mortgage
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


 


“AB Control
Appraisal Period”: The “Control Appraisal Period” or any similar term as defined in the related AB Intercreditor
Agreement for any Serviced AB Whole Loan.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be


 






    6


     


    

 


further
amended in accordance with the terms thereof. For the avoidance of doubt, each Intercreditor Agreement related to an AB Whole Loan
is an AB Intercreditor Agreements related to the Trust.


 


“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
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 and (2) as to which an Appraisal Reduction Amount is not in
effect.


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund.


 


“AB Mortgaged
Property”: The Mortgaged Property that secures the related AB Whole Loan.


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor(s) and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the
Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the related Intercreditor Agreement.


 


“AB Whole Loan”:
A Whole Loan that consists of such Mortgage Loan, Pari Passu Companion Loan(s) (if any) and one or more related AB Subordinate
Companion Loan(s). For the avoidance of doubt, the Whole Loans with Companion Loans identified as “Subordinate” or
“Pari Passu and Subordinate” under the column entitled “Companion Loan Type” in the “Whole Loan”
chart in the Preliminary Statement are the only AB Whole Loans related to the Trust.


 


“AB Whole Loan
Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Noteholder”, “Directing
Lender” or similarly defined party identified in the related AB Intercreditor Agreement.


 


“Accelerated
Mezzanine Loan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure
or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to
maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance
policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property insurance coverage with respect to


 






    7


     


    

 


damages or casualties caused by terrorist
or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined in its
reasonable judgment based on inquiry consistent with the Servicing Standard (unless a Control Termination Event has occurred and
is continuing (or other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder (and after
a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with respect
to any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08 hereof)), with
respect to any Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Party pursuant to Section
6.08 (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent
of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either
(a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured
against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged
Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder
and the Risk Retention Consultation Party, as applicable, (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling
Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have
more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; 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 Certificateholder or any applicable AB Whole Loan Controlling Holder,
as applicable, the Special Servicer is not required to do so. The Special Servicer (at the expense of the Trust Fund) shall be
entitled to rely on insurance consultants in making the determinations described above.


 


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


 


“Activity”:
Solely as used with respect to Section 3.13(n) and Section 3.13(o), any review, analysis, comfort, verification,
manipulation, reorganization, restructuring, recompilation, recomposition, revision or modification of any information or data.


 


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


 


“Actual/360
Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto,
as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents
(including any Intercreditor Agreement or subordination agreement).


 









    8


     


    

 





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


 


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


 


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


 


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that Services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who Services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate, the EU Reporting Administrator Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary
Servicing Fee Rate.


 


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


 


“Adverse REMIC
Event”: As defined in Section 10.01(f).


 


“Affected Party”:
As defined in Section 7.01(b).


 


“Affected Reporting
Party”: As defined in Section 11.12.


 


“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.


 


“Affirmative
Asset Review Vote”: As defined in Section 12.01(a).


 


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


 


(a)       the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor


 






    9


     


    




 


Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement) and any REO
Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer
pursuant to Section 3.17(a)) 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 Holders), as of the close of business
on the related Master Servicer Remittance Date, exclusive of (without duplication):


 


(i)       all
Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection
Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;


 


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


 


(iii)     (A)
all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii),
inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier
REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C)
any Net Investment Earnings contained therein;


 


(iv)     with
respect to the Actual/360 Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each February
or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution
Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the
month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld
Amounts;


 


(v)      all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class S Certificates);


 


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


 


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


 


(viii)   any
Penalty Charges allocable to the Mortgage Loans;


 






    10


     


    

 








(b)       if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable
to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(c)       the
aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans and the Distribution Date (net of any related Certificate Administrator Fee, Operating Advisor Fee and Asset Representations
Reviewer Fee actually payable with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section
4.03 or Section 7.05;


 


(d)       with
respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date
is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section
3.21(b); and


 


(e)       the
Gain-on-Sale Remittance Amount for such Distribution Date.


 


Notwithstanding the investment
of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Aggregate Available Funds,
the amounts so invested shall be deemed to remain on deposit in such account.


 


“Aggregate Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum of
(a)(x) the aggregate portion of the Interest Distribution Amount for each Class of Non-VRR Certificates that would remain unpaid
as of the close of business on such Distribution Date, divided by (y) the Non-VRR Percentage, and (b)(x) the amount by which the
Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on the related Distribution Date
in respect of such Principal Distribution Amount, divided by (y) the Non-VRR Percentage, and (ii) any Realized Losses and VRR Realized
Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution
Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale
Remittance Amount as part of the definition of Available Funds and the VRR Certificate Gain-on-Sale Remittance Amount as part of
the definition of VRR Available Funds.


 


“Aggregate Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to
the sum of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and (b) the Unscheduled
Principal Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution Amount for
any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances
(including any servicing advance with respect to 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 Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections



 






    11


     


    




 


would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided 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 Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will
increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


“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 (b) such other state or local tax laws whose applicability shall have been brought to the attention of the
Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as appropriate; provided that each appraiser will be required to represent in such appraisal or in a supplemental
letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest,
direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation
is not affected by the approval or disapproval of the Mortgage Loan.


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Master
Servicer ((i) prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than
an Excluded Loan in consultation with the Directing Certificateholder and (ii) in consultation with the Special Servicer, provided
that the Special Servicer will be entitled to consult for a period of no longer than two (2) Business Days, so long as the Special
Servicer provided the related Appraisal or the valuation described below more than two (2) Business Days prior to the related Determination
Date for the Collection Period during which the related Appraisal is received by the Special Servicer), after the occurrence and
during the continuation of a Control Termination Event, in consultation with the Operating Advisor, as of the first Determination
Date that is at least ten (10) Business Days following the date on which the Master Servicer receives from the Special Servicer
the related Appraisal or the valuation described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage
Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the
Appraised Value of the related


 






    12


     


    

 


Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer
with respect to that Mortgage Loan (together with any related Crossed Underlying Loan) or Serviced Whole Loan, as the case may
be, 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) or (2) at the Special Servicer’s option, either (i) by an Appraisal obtained by the Special Servicer (the
costs of which shall be paid by the Master Servicer as an Advance) or (ii) by an internal valuation performed by the Special Servicer
with respect to any Mortgage Loan (together with any related Crossed Underlying Loan) or Serviced Whole Loan, as the case may be,
with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as
the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information
it deems relevant, (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as
applicable, as of the date of calculation and (C) all Insurance and Condemnation Proceeds that constitute collateral for the related
Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date occurring in the month of the date of determination,
(A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan
or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any AB
Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances
on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not
reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement
Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes,
assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any
capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case
may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the
Special Servicer or the Trustee, as applicable); provided, however, without limiting the Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal
or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event, the Appraisal
Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan
or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received by the Special
Servicer and the Appraisal Reduction Amount is calculated by the Master Servicer as of the first Determination Date that is at
least ten (10) Business Days following the date the Master Servicer receives from the Special Servicer such Appraisal or valuation
and receipt of information requested by the Master Servicer from the Special Servicer reasonably necessary to calculate the Appraisal
Reduction Amount. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable
efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided,
further, however, that in no event shall the Special Servicer be required to order any such Appraisal prior to the
conclusion of such sixty (60) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in
electronic format by the Special Servicer to the Master Servicer, the Directing Certificateholder (but only prior to the occurrence
of a Consultation Termination Event), the Certificate Administrator and the Trustee. In addition,


 






    13


     


    

 





the Special Servicer shall provide
(via electronic delivery) the Master Servicer with any information in its possession that is reasonably required to determine,
redetermine, calculate or recalculate any Appraisal Reduction Amount or Collateral Deficiency amount pursuant to their definitions
using reasonable efforts to deliver such information within five (5) Business Days of the Master Servicer’s reasonable request.
The Special Servicer will not calculate Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section
4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1)
or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be
reduced to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust or as otherwise set forth in Section 4.05(d).


 


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan and Serviced
Whole Loan, the earliest of (i) one hundred twenty (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, occurs in respect of such Mortgage Loan
or related Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage
Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan,
as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage
Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been
appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant
property declares bankruptcy (and not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary
petition of bankruptcy is filed with respect to a Mortgagor 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 Mortgagor is diligently seeking
a refinancing commitment (and delivers a statement to that effect to the Master Servicer within thirty (30) days after the payment
default, who will be required to promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Certificateholder
(but only prior to the occurrence of a Consultation Termination Event)), (B) the related Mortgagor 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 Certificateholder consents, an
Appraisal Reduction Event will not occur until sixty (60) days beyond the related Maturity Date, unless extended by the Special
Servicer in accordance with the Mortgage Loan documents or this Agreement; and 


 






    14


     


    

 


provided, further, if the related
Mortgagor has delivered to the Master Servicer, who will be required to promptly deliver a copy to the Special Servicer, the Operating
Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), on or before
the sixtieth (60th) day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special
Servicer, and the Mortgagor 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)
one hundred twenty (120) days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of the refinancing
commitment, and (vii) immediately after such Mortgage Loan or related Companion Loan, as applicable, becomes an REO Loan; provided
that the thirty (30) day period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a Specially
Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when
the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall
notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence
of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event
shall be subject to the provisions of Section 4.05 hereof.


 


“Appraisal Review
Period”: As defined in Section 4.05(b)(ii).


 


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


 


“Appraised Value”:
With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined
by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or AB Whole Loan,
as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant
to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor asset representations reviewer appointed as herein provided.


 


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 12.02(b).


 


“Asset Representations
Reviewer Cap”: As defined in Section 12.02(b).


 


“Asset Representations
Reviewer Fee”: As defined in Section 12.02(a).


 






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“Asset Representations
Reviewer Fee Rate”: As defined in Section 12.02(a).


 


“Asset Representations
Reviewer Termination Event”: As defined in Section 12.05(a).


 


“Asset Review”:
As defined in Section 12.01(b)(iv).


 


“Asset Review
Notice”: As defined in Section 12.01(a).


 


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a),
the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all Certificates.


 


“Asset Review
Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset
Review substantially in the form attached hereto as Exhibit OO.


 


“Asset Review
Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset
Review Report substantially in the form attached hereto as Exhibit PP.


 


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


 


“Asset Review
Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of the
aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in
the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior
to and including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance
of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) as of the end
of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans
are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0%
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) as of the end of the applicable Collection Period.


 


“Asset Review
Vote Election”: As defined in Section 12.01(a).


 


“Asset Status
Report”: As defined in Section 3.19(d).


 


“Assignment”
and “Assignments”: Each as defined in Section 2.01(c).


 









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


 


“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),
that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I
Advances, the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the
Periodic Payment that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment
required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as calculated with interest
at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction
in the principal balance thereof occurring in connection with a modification of such Mortgage Loan, in connection with a default
or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding,
for purposes of determining P&I Advances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate
(net of interest at the Servicing Fee Rate and net of any applicable interest at the Non-Serviced Primary Servicing Fee Rate).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-VRR Percentage of the Aggregate Available Funds
for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as
of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity
Date.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of
such Balloon Mortgage Loan.


 






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“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


 


“Base Interest
Fraction”: As defined in Section 4.01(e).


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan
Lender, (a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated
Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests
in such borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For 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”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section
6(c) of the related Mortgage Loan Purchase Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California, Minnesota, New York,
Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of either the Master Servicer
or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or the
New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive
order to remain closed.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-B11, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder. Wells Fargo Bank, National Association will perform its duties as certificate administrator hereunder through its Corporate
Trust Services division.


 






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“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00730%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (including any Non-Serviced Mortgage Loan, but not the portion of an REO Loan related
to any Companion Loan) as of the preceding Distribution Date.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at www.ctslink.com.


 


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


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date,
an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as
of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R and Class S Certificates), as of any date
of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related
Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


“Certificate
Owner”: With respect to a Book-Entry 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 Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


“Certificate
Realized Loss”: With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the aggregate
Certificate Balance of the Principal Balance Certificates, after giving effect to distributions of principal on such Distribution
Date, exceeds (ii) product of (A) the Non-VRR Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans in
the Mortgage Pool (for purposes of this calculation, the aggregate Stated Principal Balance will not be reduced by the amount of
principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections
of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined
to be Nonrecoverable Advances), including any REO Loans (but in each case, excluding any Companion Loan), as of the end of the
last day of the related Collection Period.


 


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


 






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“Certificateholder”
or “Holder”: 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 the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Borrower Party or any Sub-Servicer (as applicable) or Affiliate of any of such Persons
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 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 (including, for the avoidance of doubt, any Excluded Special
Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such
Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its
obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to
such Mortgage Loan; provided, further, that so long as there is no Servicer Termination Event with respect to the
Master Servicer or the Special Servicer, the Master Servicer and the Special Servicer or such Affiliate of either shall be entitled
to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s
compensation or increase its obligations or liabilities hereunder; and provided, further, that such restrictions
shall not apply to (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. 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. The Trustee shall be the Holder of the Lower-Tier
Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Certificate Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer,
the


 






    20


     


    

 


application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates on an aggregate basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i).


 


“Certification
Parties”: As defined in Section 11.06.


 


“Certification
Party”: Any one of the Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if
applicable, numerical) Class designation, and each designated Lower-Tier Regular Interest and each separately designated Class
VRR Upper-Tier Regular Interest.


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.5682%.


 


“Class A-2 Certificate”:
A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.4097%.


 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.2616%.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.2805%.


 






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“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5421%.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-13 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.7840%.


 


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3932%.


 


“Class A-SB
Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.


 


“Class B Certificate”:
A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-14 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9553% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class C Certificate”:
A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-15 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.7500% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class D Certificate”:
A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-16 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 






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“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-17 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-18 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3120%.


 


“Class G Certificate”:
A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class G Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3120%.


 


“Class H Certificate”:
A Certificate designated as “Class H” on the face thereof, in the form of Exhibit A-20 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class H Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3120%.


 


“Class LA1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA3 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA4 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 






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“Class
LA5 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset
of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


 


“Class LAS Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LASB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LB Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LC Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LD Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LE Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LF Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LG Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LH Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original


 






    24


     


    

 


Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LR Interest”:
The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.


 


“Class LVRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-21 hereto, and evidencing
the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class S Certificate”:
A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-22 hereto, and evidencing
an undivided beneficial interest in the Class S Specific Grantor Trust Assets.


 


“Class S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Non-VRR Percentage of any Excess Interest
collected on the ARD Loans, and (ii) the Non-VRR Percentage of amounts held from time to time in the Excess Interest Distribution
Account.


 


“Class UR Interest”:
The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.


 


“Class VRR Interest
Certificates”: A Certificate designated as “Class VRR” on the face thereof, in the form of Exhibit A-23
hereto, and representing undivided beneficial interests in the Class VRR Interest Specific Grantor Trust Assets.


 


“Class VRR Interest
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.04(g), which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of the holders of Benchmark 2019-B11 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-B11 – Class VRR Interest Distribution Account,” and which must be an Eligible Account or
a sub-account of an Eligible Account. The Class VRR Interest Distribution Account shall not be an asset of any Trust REMIC, but
rather shall be an asset of the Grantor Trust.


 


“Class VRR Interest
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR Upper-Tier Regular Interests,
(ii) amounts held from time to time in the Class VRR Interest Distribution Account that represent distributions of the Class VRR
Upper-Tier Regular Interests, (iii) the VRR Percentage of any Excess Interest collected on the ARD Loans and allocated to the Class
VRR Interest Certificates, and (iv) the VRR Percentage of any amounts held from time to time in the Excess Interest Distribution
Account and allocated to the Class VRR Interest Certificates.


 






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“Class VRR Upper-Tier
Regular Interest”: The VRR Interest Upper-Tier Regular Interest. The Class VRR Upper-Tier Regular Interest will be held
in the Grantor Trust.


 


“Class X Certificates”:
The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H Certificates, as the context may require.


 


“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.


 


“Class X-A Pass-Through
Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class A Certificates for such Distribution Date, weighted on the basis of their respective Certificate
Balances immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial
Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-B Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balance of the Class B and Class C Certificates.


 


“Class X-B Pass-Through
Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-D Certificate”:
A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-9 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-D Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balance of the Class D and Class E Certificates.


 


“Class X-D Pass-Through
Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class D and Class E Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately


 






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prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-F Certificate”:
A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-10 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-F Notional
Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.


 


“Class X-F Pass-Through
Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through
Rate on the Class F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution Date
shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-G Certificate”:
A Certificate designated as “Class X-G” on the face thereof, in the form of Exhibit A-11 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-G Notional
Amount”: As of any date of determination, the Certificate Balance of the Class G Certificates.


 


“Class X-G Pass-Through
Rate”: The Pass-Through Rate for Class X-G Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through
Rate on the Class G Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-G Certificates for the initial Distribution Date
shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-H Certificate”:
A Certificate designated as “Class X-H” on the face thereof, in the form of Exhibit A-12 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-H Notional
Amount”: As of any date of determination, the Certificate Balance of the Class H Certificates.


 


“Class X-H Pass-Through
Rate”: The Pass-Through Rate for Class X-H Certificates for any Distribution Date will be a per annum rate equal
to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through
Rate on the Class H Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-H Certificates for the initial Distribution Date
shall be the rate set forth in the Preliminary Statement hereto.


 






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


 


“Clearstream”:
Clearstream Banking, société anonyme or any successor thereto.


 


“Closing Date”:
June 17, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department
of the Treasury issued pursuant thereto.


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced
Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the
extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust or any
Trust REMIC formed hereunder.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due


 






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Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a
Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or 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 is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such
Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland Loan
Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of
the Companion Loans, relating to the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11”.
The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or Grantor Trust, but instead shall be held
by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding
the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may
be the subaccount referenced in the second paragraph of Section 3.04(b).


 


“Companion Holders”:
Each of the holders of record of any Companion Loan.


 


“Companion Loan(s)”:
With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured by the same Mortgage(s)
encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan.


 


“Companion Paying
Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent
appointed pursuant to Section 3.27.


 


“Companion Register”:
The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment
on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the
Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu
Companion Loan and REO Loan for which Servicing


 






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Fees are being paid for such Collection Period, calculated at a rate of 0.00125%
per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect
to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan)
subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master
Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage
Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights
of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment
Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to
deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal
Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents
or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances
where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the
request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred and is continuing,
and only with respect to the Mortgage Loans other than an Excluded Loan, the Directing Certificateholder or (Z) in connection with
the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for
the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount
of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection
with such Prohibited Prepayments.


 


For the avoidance of
doubt, Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan
and related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.


 


“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Cumulative Appraisal Reduction Amounts; provided, that prior to the applicable Servicing Shift Securitization
Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related to the
related Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination
Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates
other than the Control Eligible Certificates have been reduced to zero. With respect to any Excluded Loan, a Consultation Termination
Event shall be deemed to exist with respect to such Excluded Loan at all times.


 


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


 


“Control Termination
Event”: The occurrence of the Certificate Balance of the Class G Certificates (taking into account the application of
any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with 


 






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Section
4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class; provided, that prior
to the applicable Servicing Shift Securitization Date, no Control Termination Event may occur with respect to the Loan-Specific
Directing Certificateholder related to the related Servicing Shift Whole Loan and the term “Control Termination Event”
shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of
all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With respect
to any Excluded Loan, a Control Termination Event shall be deemed to exist with respect to such Excluded Loan at all times.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class will
be the most subordinate class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero
without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class H
Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to rely on any such list so provided.


 


“Conveyed Property”:
As defined in Section 2.01(a).


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank, National Association,
600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer
Services (CMBS) Benchmark 2019-B11 and (ii) for all other purposes, to the Trustee, at 9062 Old Annapolis Road, Columbia, Maryland,
21045, Attention: Corporate Trust Services (CMBS), Benchmark – Commercial Mortgage Securities Trust 2019-B11.


 


“Corrected Loan”:
Any Specially Serviced Loan (A) that (a) with respect to the circumstances described in clauses (i), (ii) and (iii) of the definition
of Servicing Transfer Event, the related Mortgagor thereunder has brought such Mortgage Loan or Companion Loan current


 






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and thereafter
made three (3) consecutive full and timely Periodic Payments, including pursuant to any workout of such Mortgage Loan or Serviced
Companion Loan, when (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii), (ix) and (x) of the definition
of Servicing Transfer Event, such circumstances cease to exist in the good faith judgment of the Special Servicer, or when (c)
with respect to the circumstances described in clause (viii) of the definition of Servicing Transfer Event, such default is cured
(as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer, and (B) (provided
that at that time no other Servicing Transfer Event exists that would cause such Mortgage Loan or Companion Loan to continue to
be characterized as a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer
pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of
an REO Loan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the
avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer
from the Lower-Tier REMIC or Grantor Trust, as applicable.


 


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


 


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


 






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“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update
File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC®
Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report,
(5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC
Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan Report). In addition,
the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition,
the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC® Appraisal
Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” 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 or reports as may
from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the Special
Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master Servicer
or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on
information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced
by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case
of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from


 






    34


     


    

 


time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other form of presentation 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 Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.


 


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


 


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


 


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


 


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


 


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation.


 






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“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Certificate Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the underlying
group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual Mortgage Loans
that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted Mortgage Loans.
For the avoidance of doubt, there is no Crossed Mortgage Loan Group in the Trust Fund.


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there is no Crossed
Underlying Loan in the Trust Fund.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the
affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such
Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related
Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel
that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC
Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized
and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears
from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while
the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust)
and (v) (other than with respect to any Excluded Loan) unless a Control Termination Event has occurred and is continuing, the Directing
Certificateholder shall have


 






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consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent
shall not be unreasonably withheld, conditioned or delayed.


 


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


 


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


 


“Custodial Exception
Report”: As defined in Section 2.02(b).


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its
Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in June 2019, or with respect to any Mortgage Loan
that has its first Due Date in July 2019, the date that would have otherwise been the related Due Date in June 2019.


 


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


 


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


 


“DBRS”:
DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS” shall be
deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer 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, for any twelve-month period covered by an annual operating statement
for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such
period to (ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such
period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus as paying interest only
for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related
Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining
amortization term).


 






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“Default Interest”:
With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan during
such Collection Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive of late payment
charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan
or Companion Loan outstanding from time to time.


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (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 shall be sixty (60) days if the related Mortgagor 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 shall 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 Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to the
related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt,
a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.18(g).


 


“Defect”:
As defined in Section 2.02(f).


 


“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 an Initial 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 XI 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.


 


“Deficient Valuation”:
With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan or Serviced Whole Loan which
valuation results from a proceeding initiated under the Bankruptcy Code.


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R Certificates
and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 






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“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) 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”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof, (b)
set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate, the interest
of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository
or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount,
as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


“Depositor”:
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, or its successor in interest.


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 


“Designated
Intercreditor Agreement”: As defined in the definition of “Intercreditor Agreement”.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh
(11th) calendar day of that month is not a Business Day, then the next Business Day).


 


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


 


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


 


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


 


(ii)            the
Mortgage, together with a copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated
thereon or


 






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certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)           any
related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence
of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable mortgage
loan seller);


 


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


 


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


 


(vi)           any
UCC Financing Statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(vii)          any
Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan, and any related mezzanine intercreditor agreement;


 


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


 


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


 


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


 


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


 


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


 






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(xiii)          a
copy of all related environmental reports; and


 


(xiv)          a
copy of all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)       a
copy of all zoning reports;


 


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


 


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


 


(n)       a
copy of all UCC searches;


 


(o)       a
copy of all litigation searches;


 


(p)       a
copy of all bankruptcy searches;


 


(q)       a
copy of the origination settlement statement;


 


(r)        a
copy of the Insurance Consultant Report;


 






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


 


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


 


(u)       a
copy of any closure letter (environmental), if not covered by the environmental reports; and


 


(v)       a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties, if not covered by the
environmental reports;


 


in each case, to the extent that the originator
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 included 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; provided that no information that is proprietary to the related
originator or Mortgage Loan Seller or any draft documents or privileged or internal communications 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 Diligence File, and the Diligence File shall include a statement to that effect. The Mortgage Loan
Seller may, without any obligation to do so, include such other documents or information as part of the Diligence File that such
Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset Review on such
Mortgage Loan; provided that such documents or information are clearly labeled and identified.


 


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


 


“Directing Certificateholder”:
(A) With respect to any Servicing Shift Whole Loan, the Directing Certificateholder shall be the related Loan-Specific Directing
Certificateholder, and (B) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage Loan), the Directing Certificateholder
shall be 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); provided, however,
that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from
a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer
designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case of this
clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then
there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement.


 






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After the occurrence
and during the continuance of a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and during the continuance of a Consultation Termination Event,
there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial
Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on
the name and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be
entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice
of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the
resignation of the then-current Directing Certificateholder. The initial Directing Certificateholder shall be RREF III Debt AIV,
LP.


 


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


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing 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 Mortgagor,
any manager, any guarantor or indemnitor in respect of such Mortgage Loan or Serviced Companion Loan and any purchaser of any such
Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the management or disposition of any REO Property,
and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other
than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant
to Section 3.11 of this Agreement.


 


“Disclosure
Parties”: As defined in Section 3.13(f).


 


“Discount Rate”:
As defined in Section 4.01(e).


 


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


 






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


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a
Non-U.S. Tax Person that holds the Class R Certificates 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 (b) a Non-U.S. Tax Person
that has delivered to both the transferor and the Certificate Administrator an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization which is exempt from the tax imposed by Chapter 1 of the Code (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), (iv) rural electric
and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee
or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at
no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. 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 Class
VRR Interest Distribution Account and the Excess Interest Distribution Account (and in each case any subaccount thereof), all of
which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in July 2019. The initial
Distribution Date shall be July 17, 2019.


 


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


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with


 






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their respective obligations under
Article XI 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. For the avoidance of doubt, as of the Closing Date, no parties
appear on the Do Not Hire List.


 


“DSCR/DY Trigger”: for
purposes of determining the existence of a Major Decision or Master Servicer Decision in connection with the approval of a change
to the property management company at a Mortgaged Property (A) with respect to the debt service coverage ratio for such Mortgaged
Property, if the most recent debt service coverage ratio for the related Mortgaged Property has decreased more than 10% from the
debt service coverage ratio calculated 12 months prior to date on which the most recent debt service coverage ratio was determined
and (B) with respect to the debt yield for such Mortgaged Property, if the most recent debt yield for the related Mortgaged Property
has decreased more than 10% from the debt yield calculated 12 months prior to date on which the most recent debt yield was determined.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, 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 HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of which
are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and
the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated
at least “BBB+” by S&P, if the deposits are to be held in such account for thirty (30) days or more, and the short-term
debt obligations of which are rated at least “A-1” by S&P (or “A-2” by S&P so long as the long-term
unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P),
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have
a short-term rating of at least “A-1” by S&P (or


 






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“A-2” by S&P so long as the long-term unsecured
debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P), if the deposits
are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “BBB”
from S&P and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days) or Wells
Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “A-1”
from S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution
or trust company are rated no less than “BBB” by S&P) and “F2” from Fitch (if the deposits are to be
held in the account for thirty (30) days or less) or such other rating confirmed in a Rating Agency Confirmation; (iii) an account
or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s (a) long-term unsecured
debt rating or deposit account rating shall be at least “BBB+” by S&P and “A-” by Fitch if the deposits
are to be held in the account for more than 30 days or (b) short-term deposit account or short-term unsecured debt rating shall
be at least “A-2” by S&P and “F-1” by Fitch if the deposits are to be held in the account for 30 days
or less; (iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth
in the applicable clause, would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency
Confirmation has been obtained from Morningstar and each Rating Agency for which the minimum ratings set forth in the applicable
clause is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) –
(ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a
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 pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company that has corporate trust powers, acting
in its fiduciary capacity, provided that any federal or state chartered depository institution or trust company is subject
to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest.
No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution 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 any of 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 6.01(d), (c) is not (and is not affiliated with) a Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the


 






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Trustee, the Directing Certificateholder, 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 Mortgage Loan Seller, any Underwriter, any party to this Agreement, the
Directing Certificateholder, the Risk Retention Consultation Party or 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).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating
Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor
on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more
classes of certificates for such transaction citing servicing concerns with the Operating Advisor in its capacity as the special
servicer or operating advisor on such CMBS transaction as the sole or a material factor in such rating action; (b) that can and
will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c)
that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation Party, a depositor, a trustee,
a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any
of their respective Affiliates; (d) 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 appointment or recommendation for replacement
of a successor Special Servicer to become the Special Servicer; (e) that (x) has been regularly engaged in the business of analyzing
and advising clients in CMBS matters and that has at least five (5) years of experience in collateral analysis and loss projections
and (y) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and
management of distressed commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates
or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also
acts as the Asset Representations Reviewer).


 


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


 


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


 






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


 


“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Plan”:
As defined in Section 5.03(r).


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class S Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 2002-19, as amended by Prohibited Transaction Exemption 2013-08 (as such exemption may be amended from time
to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class F, Class G
and Class H Certificates is an ERISA Restricted Certificate.


 


“Escrow Payment”:
Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged
Property, including amounts for deposit to any reserve account.


 


“EU Competent
Authority”: Each of the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) of the Federal Republic of Germany, for so long as DBNY constitutes an EU Transparency Designee.


 


“EU Hedging
Covenant”: With respect to each EU Risk Retention Agreement and the one or more Retaining Parties thereto, the “EU
hedging covenant” as defined in such EU Risk Retention Agreement.


 


“EU Reporting
Administrator”: Situs Holdings LLC or such other Person as may at any time be designated by the EU Transparency Designee
in writing to the other parties (upon which notice each party shall be entitled to conclusively rely), for so long as DBNY constitutes
an EU Transparency Designee.


 


“EU Reporting
Administrator Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to
any other Serviced Companion Loan) and for any Distribution Date, an amount per Interest Accrual Period equal to the product of
(i) the EU Reporting Administrator Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal Balance of such Mortgage
Loan or REO Loan as of the Due Date in the immediately


 






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preceding Collection Period (without giving effect to payments of principal
on such Mortgage Loan or REO Loan on such Due Date). No EU Reporting Administrator Fee will be paid on any Companion Loan. The
EU Reporting Administrator Fee shall be payable to DBNY whether or not DBNY constitutes an EU Transparency Designee.


 


“EU Reporting
Administrator Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.00250% per annum.


 


“EU Reporting
Indemnified Party”: As defined in Section 3.13(n) of this Agreement.


 


“EU Reporting
Obligations”: As defined in Section 3.13(n) of this Agreement.


 


“EU Retention
Covenant”: With respect to each EU Risk Retention Agreement and the one or more Retaining Parties thereto, the “EU
retention covenant” as defined in such EU Risk Retention Agreement.


 


“EU Retention
Rules”: European Union legislation comprising Regulation (EU) 2017/2402 and related regulatory technical standards.


 


“EU Risk Retention
Agreement”: The EU Credit Risk Retention Agreement, dated and effective as of the Closing Date, between DBNY, the Trust,
the Depositor, the Trustee and the Certificate Administrator.


 


“EU Transparency
Amendment”: Any amendment of this Agreement that would (a) limit the rights of the EU Transparency Designee or the EU
Reporting Administrator as a third party beneficiary hereunder; (b) amend the final sentence of the definition of “Privileged
Person” or amend the reference in such definition to the EU Competent Authorities; (c) limit any requirement to the effect
that a notice, report (including a Form 8-K) or other information shall be delivered to EURRCompliance@wellsfargo.com; or (d) amend
Section 3.13(k), 3.13(l) 3.13(m) or 3.13(n), clause (ii) of Section 13.01(c) or Section 13.08(e).


 


“EU Transparency
Designee”: DBNY unless and until DBNY notifies the other parties hereto (upon which notice each party shall be entitled
to conclusively rely) that DBNY is no longer subject to any statutory or regulatory transparency or reporting duty under the EU
Retention Rules for the purposes of this securitization.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(d), which shall be entitled


 






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“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust 2019-B11, Commercial Mortgage Pass-Through
Certificates, Series 2019-B11, Class S, Excess Interest Distribution Account”, and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders
of the Class S Certificates and the VRR Interest. 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
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 Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
prior eighteen (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 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 Mortgagor 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 Mortgagor or otherwise. 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 Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior eighteen (18) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.00%
of the outstanding principal balance of the related 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 Mortgage Loan or Serviced Whole Loan, as applicable.


 


“Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made
on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the Master
Servicer’s Compensating Interest Payment for the related Distribution Date 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 Servicer.


 






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“Excess Rate”:
With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate set forth in
the Mortgage Loan Schedule.


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling
Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered
in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder
and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded
Loan and an 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 P-1F hereto, which notice shall provide each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator to
restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent
provided in this Agreement. As of the Closing Date, there is no Excluded Controlling Class Holder related to the Trust.


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value
determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), 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, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information with respect
to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level. 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”. Each of the Master Servicer, the Special
Servicer or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator’s
Website to the Certificate Administrator in accordance with Section 3.32(a)


 






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hereof. For the avoidance of doubt, the Certificate
Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab
on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided
in Section 3.32(a) hereof.


 


“Excluded Loan”:
With respect to (a) the Directing Certificateholder, any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing
Certificateholder or the Holder of the majority of the Controlling Class is a Borrower Party or (with respect to the Central Tower
Office Whole Loan) a party prohibited from serving as the Directing Certificateholder or the holder of the majority of the Controlling
Class under the related Mortgage Loan documents or (b) with respect to the Risk Retention Consultation Party, a Mortgage Loan or
Whole Loan with respect to which, as of the applicable date of determination, the Risk Retention Consultation Party or the Person
entitled to appoint the Risk Retention Consultation Party or the VRR Interest Owner is a Borrower Party. For the avoidance of doubt,
any Excluded Loan is also an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to the
Trust.


 


“Excluded Special
Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party with respect to such Excluded Special Servicer Loan and satisfies all of the eligibility requirements applicable to the Special
Servicer set forth in Section 7.01(g)(i). As of the Closing Date, there is no Excluded Special Servicer related to the Trust.


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded
Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section
3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer
supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and
reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer or
the Operating Advisor, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s) that is
aggregated with information of other Mortgage Loans at a pool level. 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 Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the
Special Servicer has obtained knowledge that it has become a Borrower Party. As of the Closing Date, there are no Excluded Special
Servicer Loans related to the Trust.


 


“Extended Cure
Period”: As defined in Section 2.03(b).


 






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“Fannie Mae”:
Federal National Mortgage Association or any successor thereto.


 


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


 


“Fee Restricted
Specially Serviced Loan”: Any Specially Serviced Loan that (i) is a Specially Serviced Loan solely because of an event
described in clauses (iv) or (x) of the definition of “Servicing Transfer Event” and (ii) the Special Servicer made
the determination that the related Mortgage Loan (and any related Serviced Companion Loan) should be transferred to special servicing
and the Master Servicer did not agree with the Special Servicer’s determination, as evidenced by, in the case of an event
described in clause (iv) or (x) of the definition of “Servicing Transfer Event”, an Officer’s Certificate delivered
to the Special Servicer setting forth the reason for such disagreement; provided, however, that no Specially Serviced
Loan shall be a Fee Restricted Specially Serviced Loan if such Specially Serviced Loan is transferred to special servicing by the
determination of the Master Servicer or if the Master Servicer and the Special Servicer mutually agree to such transfer. A Specially
Serviced Loan will be a Fee Restricted Specially Serviced Loan only during the Imminent Default Fee Restricted Period.


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report (together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder or the AB Whole Loan Controlling
Holder that does not include any communication (other than the related Asset Status Report) between the Special Servicer and the
Directing Certificateholder with respect to such Specially Serviced Loan); provided that, with respect to any Mortgage
Loan other than an Excluded Loan, so long as a Control Termination Event has not occurred and is not continuing, no Asset Status
Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder or the AB Whole Loan Controlling
Holder, as applicable, has either finally approved of and consented to the actions proposed to be taken in connection therewith,
or has exhausted all of its rights of approval and consent pursuant to Section 3.19(d) or has been deemed to have approved
or consented to such action or the Asset Status Report is otherwise in the process of being implemented by the Special Servicer
in accordance with this Agreement. The Operating Advisor is only required to review Final Asset Status Reports delivered to it
by the Special Servicer; provided that the Operating Advisor shall request delivery of a Final Asset Status Report to the extent
it has actual knowledge of such Final Asset Status Report.


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan), Corrected Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section
6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b),
any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, Special Servicer, the
Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been
a recovery


 






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of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that,
in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage
Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
shall have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) to review and approve each such recovery determination by the Special Servicer; provided, however, that if
the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business Days (or, if
the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt of the initial recovery
determination, such consent shall be deemed given.


 


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


 


“Form 8-K Disclosure
Information”: As defined in Section 11.07.


 


“Form 15 Suspension
Notification”: As defined in Section 11.08.


 


“Franchise Required
Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) 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 comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust.
For the avoidance of doubt, the only Franchise Required Mortgage Loans with respect to the Trust are the Mortgage Loans secured
by the Mortgaged Properties identified as “Magnolia Hotel St. Louis”, “Residence Inn – Lynchburg”,
“Pell City Portfolio – Holiday Inn - Pell City” and “Pell City Portfolio – Hampton Inn – Pell
City” on the Mortgage Loan Schedule.


 


“Freddie Mac”:
Federal Home Loan Mortgage Corporation or any successor thereto.


 


“GACC”:
German American Capital Corporation, a Maryland corporation.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan on the
date on which Liquidation Proceeds were received and the amount that would have been received if a payment in full of principal
and all other outstanding amounts had been paid with respect to such Mortgage Loan (including any


 






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amounts allocated as a Yield
Maintenance Charge, Prepayment Premium, recovery of any late payment charges and default interest or recovery of any assumption
fees or Modification Fees).


 


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account
on such Distribution Date, and (ii) the Non-VRR Percentage of the Aggregate Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holder of the VRR Interest), which shall initially be entitled “Wells Fargo Bank, National Association, as
Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition
of late payment charges and/or default interest.


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which is classified as a trust under Treasury regulation section 301.7701-4 and
the beneficiaries of which are treated as the owners of the trust under section 671 of the Code. The Grantor Trust consists of
the Class VRR Interest Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets, the Class VRR Interest Distribution
Account and the Excess Interest Distribution Account.


 


“Grantor Trust
Certificates”: The Class VRR Interest Certificates and the Class S Certificates, collectively.


 


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified
pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


“Imminent Default
Fee Restricted Period”: Any Imminent Default Workout Fee Restricted Period or Imminent Default Liquidation Fee Restricted
Period.


 


“Imminent Default
Liquidation Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan solely
because of an event described


 






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in clause (iv) of the definition of “Servicing Transfer Event,” where (A) a payment default
has occurred with respect to the related Balloon Payment and (B) the related Mortgagor has provided prior to the related Maturity
Date, a Refinancing/P&S Document that is satisfactory in form and substance to the Master Servicer from an acceptable lender
or purchaser reasonably satisfactory to the Master Servicer, the period commencing upon the date of such payment default and ending
on the earlier of (i) the time set forth in the applicable Refinancing/P&S Document, as extended pursuant to the original terms
of such documentation, (ii) 120 days after the Balloon Payment default or maturity default, (iii) the date that the related Mortgagor
fails to make the Assumed Scheduled Payment or (iv) the date that the related Mortgage Loan (or Serviced Companion Loan) would
have become a Specially Serviced Loan due to an event other than an event described in clause (ii) or (iv) of the definition of
“Servicing Transfer Event”. In the event that the Master Servicer disagrees with the Special Servicer’s determination
to transfer such Specially Serviced Loan into special servicing, the Master Servicer shall deliver an Officer’s Certificate
to the Special Servicer setting forth the reasons for such disagreement.


 


“Imminent Default
Workout Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan solely
because of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event,” the period commencing
upon the date that such Mortgage Loan becomes a Specially Serviced Loan based on a determination of the Special Servicer (without
the agreement of the Master Servicer) and ending on the earlier of (i) the date (if any) on which such Specially Serviced Loan
is modified and (ii) the date on which the related Mortgage Loan (or Serviced Companion Loan) would have become a Specially Serviced
Loan due to an event other than an event described in clause (ii), (iv) or (x) of the definition of “Servicing Transfer Event”.
In the event that the Master Servicer disagrees with the Special Servicer’s determination to transfer such Specially Serviced
Loan into special servicing, the Master Servicer shall deliver an Officer’s Certificate to the Special Servicer setting forth
the reasons for such disagreement.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates
thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the
Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate
thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special
Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant
matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset
Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not fail to be


 






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Independent of the Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk
Retention Consultation Party, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner
of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion
Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of
such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any Class of Certificates
shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test 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 of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the
Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or
derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that 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 has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including
the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor
and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the
Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


“Initial Cure
Period”: As defined in Section 2.03(b).


 


“Initial Delivery
Date”: As defined in Section 3.19(d).


 


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


 


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


 






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“Initial Schedule
AL Additional File”: The data file prepared by or on behalf of the Depositor containing additional information or schedules
regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103)
of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus
in both EDGAR-Compatible Format and Excel format.


 


“Initial Schedule
AL File”: The data file prepared by or on behalf of the Depositor containing the information required by Item 1111(h)(3)
or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 to the Form
ABS-EE incorporated by reference into the Prospectus in both EDGAR-Compatible Format and Excel format.


 


“Initial Sub-Servicer”:
With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date,
the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an
Initial Sub-Servicer.


 


“Initial Sub-Servicing
Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


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


 


“Insurance and
Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in
the related Intercreditor Agreement) and the REMIC Provisions.


 


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


 


“Insurance Policy”:
With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 






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“Intercreditor
Agreement”: Each intercreditor agreement relating to a Whole Loan described in the Preliminary Statement (each a “Designated
Intercreditor Agreement”), any other intercreditor agreement entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents and solely with respect to a Joint Mortgage Loan treated as a Serviced Whole Loan in
accordance with Section 3.33 hereof (to the extent there is no related Intercreditor Agreement governing the relationship
of the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan documents together with the provisions
of Section 3.33 hereof.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates or the Class VRR Upper-Tier Regular
Interest, is equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates
on the Certificate Balance or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations
of interest for each Interest Accrual Period will be made on a 30/360 basis.


 


“Interest Accrual
Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest Distribution
Amount”: With respect to any Class of Non-VRR Certificates (other than the Class S Certificates) for any Distribution
Date, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution
Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any
Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


For purposes of clause
(B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Regular
Certificates in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a fraction,
the numerator of which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator of which is
the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution Date.


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, Interest Reserve Account”, into which the
amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an
Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, 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) other than in the case of Class X Certificates, one


 






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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 the Class X Certificates,
one-month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, (i) the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk
Retention Consultation Party, any sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, any
holder of a related mezzanine loan, or any known Affiliate of any of the preceding entities and, (ii) with respect to a Whole Loan
if it is a Defaulted Loan, the depositor, the master servicer, the special servicer (or any independent contractor engaged by such
special servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative,
or any known Affiliate of any such party described above.


 


“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
Account”: As defined in Section 3.06(a).


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


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


 






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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,
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.


 


“Investor Q&A
Forum”: As defined in Section 4.07(a).


 


“Investor Registry”:
As defined in Section 4.07(b).


 


“Joint Mortgage
Loan” means a Mortgage Loan originated by more than one Mortgage Loan Seller. The only Joint Mortgage Loans related to
the Trust are the 3 Columbus Circle Mortgage Loan and the ILPT Hawaii Portfolio Mortgage Loan.


 


“JPMCB”:
JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States.


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer 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, Whole Loan or Companion Loan, all amounts received thereon prior to the related Determination
Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion Loan, as applicable (without
regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination
Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues 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, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding
Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.
With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to
the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 






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“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage
Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (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 (A) with respect to each Specially Serviced Loan (except with respect to
any Fee Restricted Specially Serviced Loan during a related Imminent Default Liquidation Fee Restricted Period) or REO Property
(except with respect to a Non-Serviced Mortgage Loan) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related
Mortgage Loan (including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which
a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full,
partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of
the related costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO
Property, as the case may be, and (B) with respect to each Mortgage Loan and each Serviced Companion Loan (with respect to any
Serviced 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 special servicer engaged with respect to such Serviced Companion Loan
securitization trust or otherwise prohibited from being paid to the Special Servicer (in each case, under the related Other Pooling
and Servicing Agreement)) 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 in accordance with Section 2.03(l),
equal to the product of the Liquidation Fee Rate and the related payment or Loss of Value Payment (exclusive of default interest);
provided, however, that any such fee payable with respect to the Serviced Companion Loan shall be payable solely
from proceeds on such Serviced Companion Loan; provided, however, that no Liquidation Fee shall be payable with respect
to (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser
is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination
Event, if the Directing Certificateholder or an


 






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Affiliate thereof, purchases any Specially Serviced Loan within ninety (90) days
after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect
to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase
by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) and (vii) of the definition of “Liquidation
Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment
occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v) and (vi) of the definition
of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days following the date that the first purchase option trigger occurs resulting
in such purchase option holder’s purchase option becoming exercisable during that period prior to such Mortgage Loan becoming
a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase
of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective
or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof)
provided for such repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein
or (y) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant
to a clean-up call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes
a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (ii) of the definition of “Servicing
Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result
of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation
Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer may still
collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within
the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable
Mortgage Loan Seller makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect
to an extension period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (i) 1.00% with respect to any Specially Serviced Loan and REO Property; provided
that if such rate would result in an aggregate Liquidation Fee of less than $25,000, then the Liquidation Fee Rate will be equal
to such higher rate as would result in an aggregate Liquidation Fee equal to $25,000 and (ii) such lower rate that would result
in a Liquidation Fee of $1,000,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or


 






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otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor 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 Mortgagor; (iii)
any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan
Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling Class,
the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the
purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine
lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(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 any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation
Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of
the related Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific
Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing
Shift Lead Note. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder
under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, there are no Loan-Specific
Directing Certificateholders with respect to this Agreement.


 


“Loss of Value
Payment”: As defined in Section 2.03(b) 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 3.04(i) 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(c).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class
of Related Certificates on the Distribution Date immediately


 






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prior to such date of determination (determined as adjusted pursuant
to Section 1.02(iii)), and as set forth in Section 4.01(c)).


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LVRR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive of the Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion
thereof, in the case of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect
to a Non-Serviced Whole Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect
to any Companion Loan), the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve
Account, the VRR Certificate Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties
included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B11, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be
an Eligible Account.


 


“LTV Ratio”:
With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which
is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage
Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
As defined in Section 6.08(a).


 


“Major Decision
Reporting Package”: As defined in Section 6.08(a).


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors
in interest and assigns, or any successor appointed as allowed herein.


 


“Master Servicer
Decision”: As defined in Section 3.18(j).


 


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


 






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“Master Servicer
Remittance Date”: The Business Day immediately preceding each Distribution Date.


 


“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or any Certificateholder therein or causes such Mortgage Loan to be other than a Qualified Mortgage.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or 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, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


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


 


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


 


“Merger Notice”:
As defined in Section 6.03(b).


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loans, any
and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of
the Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the
Master Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees,
defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


 


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


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and


 






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creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following
documents:


 


(i)        the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay to the
order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of Benchmark 2019-B11 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, without recourse, representation or warranty” or in
blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has
been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of
the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)      an
original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank, and
except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable
recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to
“Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of Benchmark 2019-B11 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11” or in blank and, in the case of any Serviced Whole
Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement
on behalf of the related Serviced Companion Noteholders;


 


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


 


(v)       an
original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 






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


 


(vii)     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 or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


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


 


(ix)       any
filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation
statements in the possession of the applicable Mortgage Loan Seller;


 


(x)        an
original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan
Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of that assignment,
a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);


 


(xi)       the
original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement
relating to a Serviced Whole Loan;


 


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


 


(xiii)     the
original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or guaranty
relating to a Mortgage Loan or a Serviced Whole Loan;


 


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


 


(xv)      the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced
Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that


 






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the
Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust,
as the case may be;


 


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


 


(xvii)    the
original or a copy of any related mezzanine intercreditor agreement;


 


(xviii)   the
original or a copy of all related environmental insurance policies; and


 


(xix)      a
list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the
Closing Date (the “Mortgage Loan Checklist”);


 


provided, however, that (a)
whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed
to include such documents and instruments required to be included therein unless they are actually received by the Custodian, (b)
if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to
in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c)
to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File”
shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any
Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate
assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust
as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall
be construed to be so undertaken by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder
of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage
Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies
of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with
respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any
assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii), (ix)
and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need
only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its


 






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behalf, and (f) in connection
with any (A) Non-Serviced Mortgage Loan, any and all document delivery requirements as regards the related Mortgage File (or any
portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in
compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related Non-Serviced
PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA) and (B) Servicing Shift Mortgage Loan,
the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date
and such documents (other than the documents described in clause (i) above) shall be transferred to the custodian pursuant to Section
2.01(i).


 


Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect
to the original Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan Seller) by either of the
applicable Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.


 


“Mortgage Loan”:
Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that
for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage Loan
Checklist”: A list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the related
Mortgage File as of the Closing Date.


 


“Mortgage Loan
Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer of
all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan so transferred:


 


(a)       the
Loan Number;


 


(b)       the
Mortgage Loan Seller;


 


(c)       the
Mortgage Loan name;


 


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


 






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


 


(f)        the
original principal balance;


 


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


 


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


 


(i)        the
Due Date;


 


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


 


(k)       the
Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Loan
Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association organized under the laws
of the United States, or its successor in interest, (ii) German American Capital Corporation, a Maryland corporation, or its successor
in interest and (iii) Citi Real Estate Funding Inc., a New York corporation, or its successor in interest.


 


“Mortgage Loan
Seller Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect
thereto, a fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal balance
of the promissory notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is equal
to the Cut-off Date principal balance of such Joint Mortgage Loan.


 






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“Mortgage Note”:
The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may
be, together with any rider, addendum or amendment thereto.


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari Passu Companion Loan
on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan or related Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and
applicable law; or (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan after its Maturity Date, the annual rate
described in clause (i) above determined without regard to the passage of such Maturity Date. For the avoidance of doubt,
the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


“Mortgaged Property”:
The real property subject to the lien of a Mortgage.


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually
and collectively, as the context may require.


 


“Net Investment
Earnings”: With respect to the Collection Accounts, the Servicing Accounts or the REO Account or Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount, if
any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust Fund held
in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date, the amount by which the
aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust held
in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during
such period on such funds.


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the
portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated
Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting
from a bankruptcy, insolvency or similar proceeding


 






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involving the Mortgagor; provided, further, that for any Mortgage
Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes
of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for
any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect
of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount
of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided,
further, that, with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due
Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February
in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be
determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution
Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January
and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined
as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than an portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued
and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, however, that the Special Servicer may, at its option (prior to the occurrence of a Consultation
Termination Event (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder), make a
determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable
P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall
deliver to the master servicer and, to the extent required under the related Intercreditor Agreement, special servicer under any
Other Pooling and Servicing Agreement, and, with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to
the related Non-Serviced Master Servicer under the Non-


 






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Serviced PSA), the Certificate Administrator, the Trustee, the Directing
Certificateholder, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination
shall be conclusive and binding upon, and may be conclusively relied upon by, the Master Servicer and the Trustee, provided,
however, that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance
is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is or would
be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special
Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced
Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization
of the related Non-Serviced Companion Loan determines that a P&I Advance with respect to the related Non-Serviced Companion
Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer and the
Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect
to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates
to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides
otherwise). In making such recoverability determination, the Master Servicer, Special Servicer or Trustee, as applicable, shall
be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan
or Companion Loan(s), as applicable, as it may have been modified and (ii) 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 or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties,
(b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future
expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special
Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things)
the timing of recoveries, (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration,
the recovery of which are being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the
fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of
recovery for such delayed or deferred Advance and (e) 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. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable
Advance, shall be entitled to give due regard to the existence of any outstanding Nonrecoverable


 






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Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or
delayed by the Master Servicer, the Trustee or the Special Servicer because there is insufficient principal available for such
recovery, 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 reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee,
Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals
or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan
other than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only
in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The
Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to
the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any
existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


“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), Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer, the Special
Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest
thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan
or REO


 






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Property. In making such recoverability determination, such Person shall be entitled (a) to consider (among other things)
(i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have
been modified and (ii) 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 or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in
the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to
give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which
are being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee because there is insufficient principal
available for such reimbursement, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering
whether a Servicing Advance is a Nonrecoverable Servicing Advance, shall be entitled to give due regard to the existence of any
Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee, in
light of the fact that proceeds on the related Mortgage Loan 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 Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain, promptly upon request, from the Special Servicer at the expense of the Trust any
reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination
(and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the
Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for
such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as
to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by
the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been
made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed
recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer
or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and
in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee), the Operating Advisor (but only in the


 






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case of
the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however,
that the Special Servicer may, at its option (with respect to any Specially Serviced Loan, prior to the occurrence of a Consultation
Termination Event (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder) make a
determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a
Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master
Servicer shall deliver to the applicable master servicer under the related Other Pooling and Servicing Agreement, and with respect
to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master), the Certificate Administrator,
the Trustee, the Directing Certificateholder, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination (other than by the Special Servicer) may be conclusively relied upon by, but shall not be binding upon,
the Master Servicer and the Trustee, and any such determination by the Special Servicer shall be conclusive and binding upon, and
may be conclusively relied upon by, the Master Servicer and the Trustee, provided, however, that the Special Servicer
shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in
the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance,
such decision 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. The Officer’s Certificate shall
set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income
and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect
to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged Property). 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. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on
such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, the Special
Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances
other than emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related


 






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cross-collateralized
Mortgage Loan. The determination as to the recoverability of any Servicing Advance previously made or proposed to be made in respect
of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-F, Class X-G, Class X-H, Class
D, Class E, Class F, Class G, Class H, Class S, Class R or Class VRR Certificate.


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


 


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


 


“Non-Serviced
Custodian”: Any custodian under a Non-Serviced PSA.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant
to the related Non-Serviced PSA.


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 


“Non-Serviced
Intercreditor Agreement”: Each of the Intercreditor Agreements related to the Whole Loans identified as (i) “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement or (ii) “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, on
and after the related Servicing Shift Securitization Date.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” under a Non-Serviced PSA.


 


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


 


“Non-Serviced
Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole
Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced
Whole Loan.


 






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“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth under
the column entitled “Non-Serviced Primary Servicing Fee Rate” in the “Whole Loan” chart in the Preliminary
Statement.


 


“Non-Serviced
PSA”: Each of the PSAs identified under the “Non-Serviced PSA” column in the “Whole Loan” chart
in the Preliminary Statement and, on and after any Servicing Shift Securitization Date, the PSA that governs the servicing of the
related Servicing Shift Whole Loan.


 


“Non-Serviced
Special Servicer”: The “Special Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


 


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


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing certificateholder” or similarly defined party under a Non-Serviced
PSA.


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


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


 


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


 


“Non-VRR Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class X-D, Class X-F, Class
X-G, Class X-H, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class S Certificates.


 


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


 


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


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the Class
X-B Notional Amount; and


 






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in the case of the Class X-D Certificates, the Class X-D Notional Amount; in the case of the Class X-F
Certificates, the Class X-F Notional Amount; in the case of the Class X-G Certificates, the Class X-G Notional Amount; and in the
case of the Class X-H Certificates, the Class X-H Notional Amount.


 


“NRSRO”:
Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including
the Rating Agencies.


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed
by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either
case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that such
NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act,
that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential,
except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to
the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


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


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


 


“Offshore Transaction”:
Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


“Operating Advisor”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


“Operating Advisor
Annual Report”: As defined in Section 3.26(c).


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees to pay with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05 of this Agreement;
provided that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable
fee; provided, further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting
Fee with respect to any Major Decision; provided, further, that the Master Servicer or Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special


 






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Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


 


“Operating Advisor
Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional
Trust Fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor Fee and the Operating
Advisor Consulting Fee).


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan and REO Loan (excluding (i) the Non-Serviced Mortgage Loans, (ii) the Servicing
Shift Mortgage Loan and (iii) any Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.00305%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders
of the related Companion Loan(s) (as a collective whole as if such Certificateholders and Companion Holders constituted a single
lender), and not to 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 underlying Mortgagors, a manager of a Mortgaged Property, the Mortgage
Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Risk Retention
Consultation Party, the Directing Certificateholder, any Certificateholder or any of their Affiliates.


 


“Operating Advisor
Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is 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:


 


(a)       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 any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement 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 thirty (30) day period, the Operating Advisor will 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 thirty (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;


 






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(b)       any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given in writing to the Operating Advisor by any party to this Agreement;


 


(c)       any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the
Operating Advisor by any party to this Agreement;


 


(d)       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 sixty (60) days;


 


(e)       the
Operating Advisor consents 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


 


(f)        the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to
the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust
REMIC as a REMIC or the Grantor trust as a “grantor trust” for taxation purposes, (b) compliance with the REMIC Provisions,
or (c) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05, must be an
opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


“Original Certificate
Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount thereof
as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount thereof as
of the Closing Date, in each case as specified in the Preliminary Statement.


 






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“Original Notional
Amount”: With respect to 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 and the Class X-H Notional Amount, the applicable initial Notional
Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


“Other Certificate
Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.


 


“Other Depositor”:
Any depositor under an Other Pooling and Servicing Agreement.


 


“Other Pooling
and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement, as applicable, that creates
a trust whose assets include any Serviced Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement. With respect to the delivery
of any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to an Other
Servicer, “Other Servicer” shall mean the master servicer under the applicable Other Pooling and Servicing Agreement
and, only to the extent required by or contemplated by the related Intercreditor Agreement, the special servicer under the applicable
Other Pooling and Servicing Agreement.


 


“Other Trustee”:
Any trustee under an Other Pooling and Servicing Agreement.


 


“Ownership Interest”:
As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“P&I Advance”:
As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master Servicer or the
Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I Advance
Determination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.


 


“Pari Passu
Companion Loan”: A Companion Loan that is pari passu in right of payment with the Mortgage Loan included in the
related Whole Loan.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class X-A Pass-Through Rate, the Class
X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-F Pass-Through Rate, the


 






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Class X-G Pass-Through Rate or
the Class X-H Pass-Through Rate, as the case may be. With respect to the Class VRR Upper-Tier Regular Interest, the Weighted
Average Net  Mortgage Rate.


 


None of the Class R,
Class S or Class VRR Interest Certificates have Pass-Through Rates.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty Charges”:
With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO
Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto)
that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan and allocated and paid on such Serviced Companion
Loan (or any successor REO Loan) in accordance with the related Intercreditor Agreement) that represent late payment charges or
Default Interest, other than a Prepayment Premium or a Yield Maintenance Charge or any Excess Interest.


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or the related Companion Loan(s), the scheduled monthly payment of principal and/or interest
(other than Excess Interest) on such Mortgage Loan or Companion Loan(s), including any Balloon Payment, which is payable (as the
terms of the applicable Mortgage Loan or Companion Loan(s) may be changed or modified in connection with a bankruptcy or similar
proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to
pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard
to any acceleration of principal of such Mortgage Loan or Companion Loan(s) by reason of default thereunder and without regard
to any Excess Interest.


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall
not be subject to liquidation prior to maturity:


 






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


 


(ii)       time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, (x) the short-term debt obligations
of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A”
by Fitch and (y) the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, (B) in the
case of such investments with maturities of three (3) months or less, but more than thirty (30) days, (x) the short-term obligations
of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-”
by Fitch and (y) the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, (C) in the
case of such investments with maturities of six (6) months or less, but more than three (3) months, (x) the short-term obligations
of which are rated at least “F1+” by Fitch and the long-term obligations of which are rated at least “AA-”
by Fitch and (y) the long-term debt obligations of which are rated “AAA” or the equivalent by S&P and (D) in the
case of such investments with maturities of more than six (6) months, (x) the short-term obligations of which are rated at least
“F1+” by Fitch and the long-term obligations of which are rated at least “AA-” by Fitch and (y) the long-term
debt obligations of which are rated “AAA” or the equivalent by S&P;


 






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(iii)       repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining maturity
of one year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting
as principal) described in clause (ii) above;


 


(iv)      debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest rating categories of each S&P, Fitch and Morningstar (in the case of Morningstar, if rated by Morningstar);
provided, however, that securities issued by any particular corporation will not be Permitted Investments to the
extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held
in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount
of all Permitted Investments in such accounts;


 


(v)       commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other entity
organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in one (1)
year or less from the date of acquisition thereof and which is rated in the highest rating category of each of Fitch and Morningstar
(if rated by Morningstar) and (1) in the case of such investments with maturities of 30 days or less, the short-term obligations
of which corporation are rated at least “A-1” by S&P, (2) in the case of such investments with maturities of three
(3) months or less, but more than thirty (30) days, the short-term obligations of which are rated at least “A-1+” by
S&P (or “A-1” by S&P if the obligations mature within sixty (60) days), or the long-term obligations of which
are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), (3) in the case of
such investments with maturities of six months or less, but more than three months, the short-term obligations of which are rated
at least “A-1+” by S&P, or the long-term obligations of which corporation are rated at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P), and (4) in the case of such investments with maturities
of more than six months, the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P,
or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of
“A-1” by S&P);


 


(vi)      money
market funds which seek to maintain a constant net asset value per share, rated in the highest rating categories of Fitch and Morningstar
(if so rated by each such Rating Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher) by at least
two (2) NRSROs (which may include Fitch, KBRA, DBRS, Moody’s and/or S&P))) and “AAAm” by S&P (or, if
not rated by S&P, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the
Certificates), which may include the investments referred to in clause (i) hereof if so qualified that (a) have


 






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substantially
all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have net assets
of not less than $5,000,000,000;


 


(vii)     any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from Morningstar and each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment 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 pursuant to Section 3.25); and


 


(viii)       any
other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) – (vi)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided, however, that with
respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified
rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript,
and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a “cash
flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar of principal
due at maturity that cannot vary or change and (b) any such investment that provides for a variable rate of interest must have
an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with such index;
and provided, further, however, that no such instrument shall be a Permitted Investment (a) if such instrument
evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect
to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par
of such underlying obligations or (b) if such instrument may be redeemed at a price below the purchase price; and provided,
further, however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may
be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless
the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect
the status of any Trust REMIC. Permitted Investments may not be purchased at a price in excess of par and may not be interest-only
securities.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any


 






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services performed
by such party with respect to any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance
with this Agreement.


 


“Permitted Transferee”:
Any Person or any agent thereof 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) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly
or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect
to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


“Pre-close Information”:
As defined in Section 3.13(c).


 


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


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and
(y) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and the Asset Representations Reviewer Fee Rate, on
the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any later date
through which interest accrues).


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was
subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied
to such


 






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Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect to each Mortgage
Loan or Serviced Companion Loan, as applicable, with a Due Date occurring after the related Determination Date, the related Due
Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees and any Excess Interest),
to the extent not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage
Loan or Serviced Whole Loan, as applicable and (y) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and the
Asset Representations Reviewer Fee Rate, on the amount of such Principal Prepayment during the period commencing on the date as
of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such
following Due Date. With respect to any AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated
first to the related AB Subordinate Companion Loan and then to the related Mortgage Loan.


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early collection
of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by
a mezzanine lender on behalf of the subject borrower if and as set forth in the related intercreditor agreement).


 


“Primary Collateral”:
With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed
Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Underlying Loan.


 


“Primary Servicing
Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall
Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may
be in effect from time to time.


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class G and Class H Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
(a) the Principal Shortfall for such Distribution Date and (b) the Non-VRR Percentage of the Aggregate Principal Distribution Amount
for such Distribution Date.


 






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“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date as a result
of such prepayment.


 


“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed
on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the initial Distribution
Date will be zero.


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause
(i) of the definition of “Privileged Information”.


 


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


 


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


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the EU
Competent Authorities, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer,
the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer,
the EU Transparency Designee, any EU Reporting Administrator, any Serviced Companion Loan Transparency Designee, any


 






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Serviced Companion
Loan EU Reporting Administrator, any additional EU competent authority designated by or with the consent of the Depositor, any
Companion Holder who provides an Investor Certification, any Person (including the Directing Certificateholder) who provides the
Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate
Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically
via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower Party (other
than a Borrower Party that is the Risk Retention Consultation Party or the Special Servicer) be entitled to receive (i) if such
party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is
not the Directing Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date
Statement. In determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate
Administrator may rely on a certification by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating
Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide
any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) above; provided, further, that nothing
in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict the Special
Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; and provided, further,
that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
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 herein, neither the Master
Servicer nor the Certificate Administrator shall 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.


 


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


 






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“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


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


 


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


 


“Prospectus”:
The Prospectus, dated May 23, 2019.


 


“PSA Party Repurchase
Request”: As defined in Section 2.03(k)(ii).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
of this definition, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan Purchase
Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication,
equal to:


 


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


 


(ii)       all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required pursuant
to the final paragraph hereof, the related Companion Loan(s))), at the related Mortgage Rate in effect from time to time (excluding
any portion of such interest that represents Default Interest or Excess Interest on an ARD Loan), to, but not including, the Due
Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)      all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional Trust Fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph of
this definition, the related Companion Loan(s))); plus


 


(iv)      if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section
6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations Reviewer
or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including
any Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller and any
expenses arising out of the enforcement of the


 






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repurchase or substitution obligation, including, without limitation, legal fees
and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan); 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 2.03(k) hereof; plus


 


(v)       Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan(s))) (which will not include any Liquidation Fees if such repurchase
occurs prior to the expiration of the Extended Cure Period).


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan(s), as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between
the related Mortgage Loan and Companion Loan(s), as applicable, in accordance with, and shall be equal to the amount provided pursuant
to, the provisions of the related Intercreditor Agreement. With respect to any Joint Mortgage Loan, the Purchase Price that would
be payable by each of the applicable Mortgage Loan Sellers for its related Mortgage Note will be its respective Mortgage Loan Seller
Percentage Interest as of the Closing Date of the total Purchase Price for such Mortgage Loan. Notwithstanding the foregoing, with
respect to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price” shall
not include any amounts payable in respect of any related Companion Loan.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include Fitch
and/or Morningstar) or (B) one NRSRO (which may include Fitch or Morningstar) and A.M. Best Company, Inc.) or (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other nationally
recognized insurance rating organization (which may include S&P or Morningstar)) and (ii) with respect to the fidelity bond
and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted
by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed
by a company having such claims


 






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paying ability) with at least one of the following ratings: (a) “A3” by Moody’s,
(b) “A-“ by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)”
by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation.


 


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


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate
of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder or with the
approval of the requisite vote of certificateholders following the Operating Advisor’s recommendation to replace the Special
Servicer pursuant to Section 7.01(d), is not the originally replaced special servicer or its affiliate), (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, and (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 such fee is expressly approved by 100% of the Certificateholders,
(vi) currently has a special servicer rating of at least “CSS3” from Fitch, and (vii) (y) that has a then-current ranking
by Morningstar equal to or higher than “MOR CS3” as a special servicer, or (z)(A) that is acting as special servicer
in a CMBS transaction rated by an NRSRO within the 12 month period prior to the date of determination and (B) Morningstar has not
qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns
with such replacement special servicer as the sole or material factor in such rating action and (viii) is included on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Special Servicer.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether
or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the 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 as and 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 consisting of twelve 30-day months); (v) have a remaining
term to stated maturity not greater than, and not more than two (2) 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 the


 






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loan-to-value ratio
for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property
as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the representations
and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates
no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original
debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement
mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable
Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after
the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the
removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator
have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation
to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in
an Adverse REMIC Event or the imposition of tax other than a tax on income expressly permitted or contemplated to be imposed by
the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report 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 more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause
(i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage
Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided
that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of
the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage
Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based
on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having
a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the
applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the
above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence of
a Consultation Termination Event, the Directing Certificateholder.


 


“RAC No-Response
Scenario”: As defined in Section 3.25(a).


 


“RAC Requesting
Party”: As defined in Section 3.25(a).


 









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“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in May 2052.


 


“Rating Agency”:
Each of S&P, Fitch and Morningstar their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of S&P, Fitch and Morningstar herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“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 the 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.


 


“Rating Agency
Inquiry”: As defined in Section 4.07(c).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized Loss”:
The Certificate Realized Loss or VRR Realized Loss, as applicable.


 


“Record Date”:
With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution
Date occurs.


 


“Refinancing/P&S
Document”: Any of (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of a Mortgage
Loan or (ii) a signed purchase and sale agreement with respect to a sale of a Mortgaged Property (in each case subject only to
typical due diligence and closing conditions and, in the case of a purchase and sale agreement, if such agreement includes delivery
of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices.


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C,
Class D, Class X-D, Class X-F, Class X-G, Class X-H, Class E, Class F, Class G and Class H 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.


 






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“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation
AB Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book Entry Certificates deposited with
the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.03(d) and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.


 


“Related Certificates”
and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates, the related Class
of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates
set forth below:


 


	
        Related
Certificates
	
        Related

Lower-Tier Regular Interest

	Class A-1 Certificates 	Class LA1 Uncertificated Interest
	Class A-2 Certificates 	Class LA2 Uncertificated Interest
	Class A-3 Certificates 	Class LA3 Uncertificated Interest
	Class A-4 Certificates 	Class LA4 Uncertificated Interest
	Class A-5 Certificates 	Class LA5 Uncertificated Interest
	Class A-SB Certificates 	Class LASB Uncertificated Interest
	Class A-S Certificates 	Class LAS Uncertificated Interest
	Class B Certificates 	Class LB Uncertificated Interest
	Class C Certificates 	Class LC Uncertificated Interest
	Class D Certificates 	Class LD Uncertificated Interest
	Class E Certificates 	Class LE Uncertificated Interest
	Class F Certificates 	Class LF Uncertificated Interest
	Class G Certificates 	Class LG Uncertificated Interest
	Class H Certificates 	Class LH Uncertificated Interest


 






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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 Pooling and Servicing Agreement.


 


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


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC Administrator”:
The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations (or proposed
regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final
regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of
the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, or the applicable
successor special servicer, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, REO
Account”. Any such account or accounts shall be an Eligible Account.


 


“REO Acquisition”:
The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO Disposition”:
The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO Extension”:
As defined in Section 3.14(a).


 






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“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable), deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the
same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with
respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard
to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of a
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO
Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid
from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as
a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until
recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related
REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan(s) will be available for amounts due to the
Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification
payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such
Serviced Whole Loan, in accordance with Section 3.05(a) or with respect to the Serviced AB Subordinate Companion Loan, as
set forth in the related Intercreditor Agreement.


 


“REO Property”:
A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the
benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect
to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier
Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged Property
acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee
or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance
of a deed in lieu of


 






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foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default
of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or
reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to an “REO Property”, shall
not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property,
to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.


 


“REO Revenues”:
All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


“Reporting Servicer”:
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or
any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Request”: As defined in Section 2.03(k)(ii).


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Repurchased
Note”: As defined in Section 3.33(a).


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.33(a).


 


“Request for
Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable, in the
form of Exhibit E attached hereto.


 


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


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been
repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the
related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
has made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf
of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the
related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage


 






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Loan is no longer property of the Trust as a result of a
sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Services group of the Trustee
with direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii)
the Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


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


 


“Retained Certificate”:
Individually and collectively, the Class VRR Interest Certificates.


 


“Retained Defeasance
Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(g).


 


“Retained Fee
Rate”: An amount equal to 0.00125% per annum with respect to each Mortgage Loan.


 


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the Holder(s) of the Retained Certificates in proportions equal to their respective Percentage Interests.


 


“Retaining Party”:
With respect to the securitization of the Mortgage Loans effected by this Agreement, DBNY, as the initial Holder of the VRR Interest,
or any successor Holder of the VRR Interest.


 


“Retaining Sponsor”:
German American Capital Corporation.


 


“Review Materials”:
As defined in Section 12.01(b).


 


“Review Package”:
A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


“Revised Rate”:
With respect to any ARD Loan, the increased interest rate after the related 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
Consultation Party”: The party selected by DBNY. The Certificate Administrator and the other parties hereto shall be
entitled to assume that the identity


 






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of the Risk Retention Consultation Party has not changed until such parties receive written
notice of a replacement of such Risk Retention Consultation Party from DBNY, as confirmed by the Certificate Registrar. Notwithstanding
the foregoing, the Risk Retention Consultation Party shall not have any consultation rights with respect to any related Excluded
Loan. The initial Risk Retention Consultation Party shall be DBNY.


 


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 a
new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention Consultation Party, as the
case may be.


 


“Risk Retention
Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such joint final
rule has been codified, inter alia, at 12 C.F.R. § 43), 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 (79 F.R. 77601; pages 77740-77766), as such rule
may be amended from time to time, and subject to such clarification and interpretation as have been provided 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 in the
adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or
its staff from time to time, in each case, as effective from time to time.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A Book-Entry
Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A, a single, permanent
Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


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


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer
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 11.05(a)(iv).


 






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“Schedule AL
Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor
as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the
related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the
Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer
or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or
last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
related Master Servicer Remittance Date), and to the extent not included in clause (a) above.


 


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


 


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


 


“Security Agreement”:
With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting
security for repayment of such Mortgage Loan.


 


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans
or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood
by participants in the commercial mortgage-backed securities market.


 


“Serviced AB
Subordinate Companion Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan.


 






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“Serviced AB
Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement.


 


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


 


“Serviced Companion
Loan EU Reporting Administrator”: As defined in Section 3.13(o) of this Agreement.


 


“Serviced Companion
Loan EU Reporting Indemnified Party”: As defined in Section 3.13(o) of this Agreement.


 


“Serviced Companion
Loan EU Reporting Liabilities”: As defined in Section 3.13(o) of this Agreement.


 


“Serviced Companion
Loan EU Reporting Obligations”: As defined in Section 3.13(o) of this Agreement.


 


“Serviced Companion
Loan EU Transparency Designee”: As defined in Section 3.13(o) of this Agreement.


 


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan or Serviced
AB Companion Loan.


 


“Serviced Companion
Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) Serviced AB Subordinate Companion Loan, as
applicable.


 


“Serviced Mortgage
Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,
each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement; and (iii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari
Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan or part of a Servicing Shift
Whole Loan prior to the related Servicing Shift Securitization Date.


 


“Serviced
Pari Passu Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column
entitled “Type” in the “Whole Loan” chart in the Preliminary Statement that has at least one Serviced
Pari Passu Companion Loan and, prior to the related Servicing Shift Securitization Date, each of the Mortgage Loans
identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan”
chart in the Preliminary Statement.


 


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



 






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Servicing
Shift Securitization Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


 


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


 


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


 


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


 


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


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


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


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
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 Mortgage
Loan, the related Serviced Companion Loan(s)), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) 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 3.03(c), (ii) the


 






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preservation, restoration and protection of a
Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described
in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance
and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”.
Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer
or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and
related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its
purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the
related Intercreditor Agreement or this Agreement.


 


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


 


“Servicing Fee”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Serviced Companion Loan and any REO Loan, the fee
payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes
the rate at which applicable master servicing, primary servicing and sub-servicing fees accrue (except that with respect to any
Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, such rate only includes the rate at which master servicing fees accrue),
in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner
in which interest is calculated in respect of such loans. With respect to any Servicing Shift Whole Loan, prior to the related
Servicing Shift Securitization Date, in addition to the rate described in the preceding sentence, the “Servicing Fee Rate”
shall include the related Non-Serviced Primary Servicing Fee Rate. With respect to each Serviced Companion Loan (other than the
Serviced AB Subordinate Companion Loan or any Servicing Shift Companion Loan), the “Servicing Fee Rate” shall be a
per annum rate equal to 0.00125%. With respect to each Serviced AB Subordinate Companion Loan, the “Servicing Fee
Rate” shall be a per annum rate equal to 0%. With respect to the Servicing Shift Companion Loan, prior to the related
Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per annum rate equal to the related Non-Serviced
Primary Servicing Fee Rate.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering reports
or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted


 






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commercial space
within a hotel property), copies of a rent roll and, 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; (iii) copies of related
financial statements or operating statements; (iv) 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),
Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related
Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required
to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged
Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by
the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid
principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines
that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable
Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing
Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided
to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing Shift
Companion Loan”: Any Companion Loan that is part of a 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 Mortgagor 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
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. The Preliminary Statement hereto lists the Servicing Shift Lead Notes for the Servicing
Shift Whole Loans related to the Trust as of the Closing Date.


 






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“Servicing Shift
Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be
serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing
agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the date of
such securitization. Each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement will be a Servicing Shift Mortgage Loan related to the Trust
as of the Closing Date.


 


“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 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 PSA)
with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included
in such Non-Serviced 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 Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, 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 Servicing Shift Lead Note on and after the date of such securitization. Each of the Whole Loans identified as “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement will
be a Servicing Shift Whole Loan related to the Trust as of the Closing Date.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan, the occurrence
of any of the following events:


 


(i)        with
respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred at
its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended as provided
herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)       with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with respect
to the related Balloon Payment; provided that if (A) the related Mortgagor has provided prior to the related Maturity Date
(i) a fully executed term sheet or refinancing commitment with respect to a refinancing of the related Mortgage Loan or (ii) a
signed purchase and sale agreement with respect to a sale of the Mortgaged Property (in each case subject only to typical due diligence
and closing conditions and, in the case of a purchase and sale agreement, such agreement will include a


 






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delivery of an acceptable
deposit by the purchaser) in a manner consistent with CMBS market practices and that is satisfactory in form and substance to the
Master Servicer or the Special Servicer from an acceptable lender or purchaser reasonably satisfactory to the Master Servicer or
the Special Servicer, which provides that a refinancing of such Mortgage Loan or Whole Loan or the sale of the related Mortgaged
Property will occur within one hundred and twenty (120) days after the date on which such Balloon Payment will become due (and
the Master Servicer shall promptly forward such documentation to the Special Servicer), (B) the related Mortgagor continues to
make its Assumed Scheduled Payment and (C) no other Servicing Transfer Event shall have occurred with respect to such Mortgage
Loan or Serviced Companion Loan, a Servicing Transfer Event will not occur until the earlier of (1) one hundred twenty (120) days
beyond the related Maturity Date and (2) the date that such refinancing or sale is scheduled to occur in such documentation as
such date may be extended pursuant to the original terms of such documentation; or


 


(iii)       any
Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan
with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related Companion
Loan(s) or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions of
the related Intercreditor Agreement); or


 


(iv)       the
Master Servicer or the Special Servicer makes a judgment that a payment default is imminent or reasonably foreseeable and is not
likely to be cured by the related Mortgagor within sixty (60) days; or


 


(v)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged
or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days
of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related
Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation
Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special
Servicer); or


 


(vi)       the
related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or
substantially all of its property; or


 



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(vii)     the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 


(viii)     a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with
the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect
the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as
applicable), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage
Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an
Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days);
or


 


(ix)       the
Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage
on the related Mortgaged Property; or


 


(x)        the
Master Servicer or the Special Servicer determines that (a) a default (other than as described in clause (iv) above) under
a 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 and related Companion Loan (if any) or otherwise materially
adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loans, 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, as applicable, or, if no cure period is specified and the default is capable of being cured, for
thirty (30) days; provided that such 30-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, as applicable;


 


provided that any Mortgage Loan
(excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced
Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes
a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially


 






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Serviced Loan, the related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect
to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the related
Non-Serviced PSA.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents. The Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator acknowledge
that in the event 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 Mortgage
Loan documents is, with respect to net operating income information, prior to the related Servicing Shift Securitization Date,
the SWVP Portfolio Pari Passu Companion Loan, thirty (30) days following the end of each fiscal quarter, in each case, subject
to the terms of the related loan agreement, provided that, as provided under the related loan agreement, the Master Servicer or
the Special Servicer, as applicable, shall request the related Mortgagor to provide such information in a timely manner as may
be required to meet all filing requirements under Regulation AB.


 


“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 5.03(n).


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of a Definitive Certificate)
holding 100% of the then-outstanding Class E, Class F, Class G and Class H Certificates; provided, however, that
the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C
and Class D Certificates have been retired.


 


“Special Notice”:
As defined in Section 5.06(b)(i).


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan)
and the Serviced Companion Loans, Rialto Capital Advisors, LLC, and its successors in interest and assigns, or any successor special
servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer
appointed pursuant to Section 7.01(g), as applicable and as the context may require. For the avoidance of doubt, all references
to the obligations or liabilities of the “Special Servicer” in this Agreement shall mean the applicable special servicer
as provided herein.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


 






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“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan-by-loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan and Companion Loan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the Specially
Serviced Loans and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500, in any
given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a rate equal
to such higher 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 Loan.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 


“Specific Grantor
Trust Assets”: The Class S Specific Grantor Trust Assets and the Class VRR Interest Specific Grantor Trust Assets.


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the unpaid principal
balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it
is added to the trust) after application of all payments of principal due during or prior to the month of substitution, whether
or not those payments have been received) minus (y) the sum of:


 


(i)       the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


(ii)       all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, the Due Date in the related month of substitution); and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated Principal Balance
of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 






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(i)      
 the principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated
Principal Balances of the related Mortgage Loan and the related Companion Loan(s) on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor 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,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject Loans”:
As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificate.


 


“Subordinate
Companion Holder”: The holder of any of the AB Subordinate Companion Loans.


 


“Subsequent
Asset Status Report”: As defined in Section 3.19(d).


 


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Master Servicer, the


 






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Special Servicer or an Additional Servicer under this
Agreement, with respect to some or all of the Mortgage Loans.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under
the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor
forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation
S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the amount of the Servicing Fee attributable to the Retained Fee Rate, which is subject to reduction by the Trustee pursuant to
Section 3.11(a) of this Agreement.


 


“Transfer Restriction
Period”: With respect to Class VRR Interest Certificates, the period from the Closing Date to the later of the conclusion
of the Transfer Restriction Period (U.S.) and the conclusion of the Transfer Restriction Period (E.U.).


 






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“Transfer Restriction
Period (E.U.)”: The period from the Closing Date until the EU Risk Retention Agreement has been terminated or is no longer
in effect, as confirmed by an acknowledgement by all parties to the EU Risk Retention Agreement.


 


“Transfer Restriction
Period (U.S.)”: The period from the Closing Date to the earliest of (A) the date that is the latest of (i) the date on
which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off
Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance
Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as
of the Closing Date; or (iii) two years after the Closing Date, (B) the date on which all of the Mortgage Loans have been defeased
in accordance with §43.7(b)(8)(i) of the Risk Retention Rule.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(o)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Benchmark 2019-B11 Mortgage Trust”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution Account. the Interest


 






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Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account), the VRR Certificate Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such VRR Certificate Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under
each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii)
the Class VRR Upper-Tier Regular Interest, (xiii) [reserved] and (xiv) the proceeds of the foregoing (other than any interest earned
on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest
belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of
the Trust.


 


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


 


“Trust REMIC”:
as defined in the Preliminary Statement.


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


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


 


“Undeveloped
Certificate Administrator Information/Data”: With respect to the Certificate Administrator, information or data (other
than attorney-client privileged information)


 






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that, at the time of any request for information or data, (a) is in the possession
of the Certificate Administrator and (b) has been provided to the Certificate Administrator by another Person, with (i) (x) no
obligation to conduct or perform any Activity or Activities, (y) no obligation to request, direct or instruct any other Person
(and no obligation on the part of any other Person) to conduct or perform any Activity or Activities and (z) no obligation to verify
any Activity or Activities performed by any other Person, and (ii) if for any reason such information or data itself consists in
whole or in part of the results of any Activity or Activities on the part of another Person (it being acknowledged that this shall
not be construed to require any Person to perform any Activity or Activities to determine whether the information or data includes
the results of any Activity or Activities on the part of another Person), (x) no obligation to conduct or perform any further or
additional any Activity or Activities, (y) no obligation to request, direct or instruct any other Person to conduct or perform
any further or additional any Activity or Activities and (z) no obligation to verify any Activity or Activities performed by any
other Person.


 


“Undeveloped
Servicer Information/Data”: With respect to the Master Servicer, a Mortgage Loan Seller Sub-Servicer or the Special Servicer,
as the case may be, information and data (other than attorney-client privileged information and other than information relating
to a workout or resolution strategy or plan for a Specially Serviced Loan) that, at the time of any request for information or
data, (a) relates to one or more Serviced Whole Loans or the related Mortgaged Properties, (b) is in the possession of such Master
Servicer, Initial Sub-Servicer or Special Servicer, as the case may be, and (c) has been provided to such Master Servicer, Initial
Sub-Servicer or Special Servicer, as the case may be, by or on behalf of a Borrower, Property Manager or lender. With respect to
such Undeveloped Servicer Information/Data, there shall be (i) no obligation on the part of such Master Servicer, Initial Sub-Servicer
or Special Servicer, as the case may be, to (x) conduct or perform any Activity or Activities, (y) request, direct or instruct
any other Person (and no obligation on the part of any other Person) to conduct or perform any Activity or Activities or (z) verify
any Activity or Activities performed by any other Person, and (ii) if for any reason such information or data itself consists in
whole or in part of the results of any Activity or Activities on the part of another Person (it being acknowledged that this shall
not be construed to require any Person to perform any Activity or Activities to determine whether the information or data includes
the results of any Activity or Activities on the part of another Person), no obligation on the part of such Master Servicer, Initial
Sub-Servicer or Special Servicer, as the case may be, to (x) conduct or perform any further or additional any Activity or Activities,
(y) request, direct or instruct any other Person to conduct or perform any further or additional any Activity or Activities or
(z) verify any Activity or Activities performed by any other Person.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


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


 


“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, on the other, as part of a Workout-Delayed Reimbursement Amount


 






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pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in
each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. 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).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the
case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as


 






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of the date of determination)
and (ii) in the case of any Principal Balance Certificates and the VRR Interest, a percentage equal to the product of 98% and a
fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining
whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j)
or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate
Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class,
in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to
the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special
Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates,
each determined as of the Distribution Date immediately preceding such time. None of the Class R or Class S Certificates shall
be entitled to any Voting Rights.


 


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


 


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


 


“VRR Certificate
Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the VRR Certificate
Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the VRR Percentage of the Aggregate Gain-on-Sale Entitlement Amount.


 


“VRR Certificate
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the
Holders of the VRR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, VRR Certificate Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“VRR Interest”:
The VRR Interest represents undivided beneficial interests in the Class VRR Interest Specific Grantor Trust Assets.


 


“VRR Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of interest distributed to the Holders of the Non-VRR Certificates pursuant to Section
4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii) and (xxv)
on such Distribution Date.


 






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“VRR Interest
Purchase Agreement”: The VRR Interest Purchase Agreement dated and effective May 22, 2019, among the Depositor, GACC
and DBNY.


 


“VRR Percentage”:
As of any date of determination, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Balance
of the Class VRR Upper-Tier Regular Interest, and the denominator of which is the aggregate Certificate Balance of all of the Classes
of Principal Balance Certificates and the Certificate Balance of the Class VRR Upper-Tier Regular Interest.


 


“VRR Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of principal distributed to the Holders of the Non-VRR Certificates pursuant to Section
4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii) and (xxvi)
on such Distribution Date.


 


“VRR Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of Class
VRR Interest Certificate, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product
of (A) the VRR Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans (for purposes of this calculation,
the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that
were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on the Mortgage
Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable
Advances), including any REO Loans (but in each case, excluding any Companion Loan), as of the end of the last day of the related
Collection Period.


 


“VRR Retained
Prepayment Premiums and Yield Maintenance Charges”: As defined in Section 4.01(d) of this Agreement.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to
any payments received during any applicable Grace Period).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion, such Mortgage Loan and
its related Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement.
With respect to each Whole Loan, references herein to each such Whole Loan shall be construed


 






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to refer to the aggregate indebtedness
under the related Mortgage Loan and the related Companion Loan(s).


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic 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 (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest
thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That
any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee
Restricted Specially Serviced Loan and became a Corrected Loan while it was a Fee Restricted Specially Serviced Loan) in accordance
with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee Restricted Specially
Serviced Loan and became a Corrected Loan while it was a Fee Restricted Specially Serviced Loan), a fee of 1.00% of each collection
(other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would
be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those
included in clause (i) or (ii) of this definition) at maturity or Anticipated Repayment Date, received on each Corrected
Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


“YM Group”:
YM Group A, YM Group B, YM Group D, YM Group F, YM Group G or YM Group H, as applicable.


 


“YM Group A”:
Collectively, the Class A Certificates and the Class X-A Certificates.


 






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“YM Group B”:
Collectively, the Class B, Class C and Class X-B Certificates.


 


“YM Group D”:
Collectively, the Class D, Class E and Class X-D Certificates.


 


“YM Group F”:
Collectively, the Class X-F and Class F Certificates.


 


“YM Group G”:
Collectively, the Class X-G and Class G Certificates.


 


“YM Group H”:
Collectively, the Class X-H and Class H Certificates.


 


Section 1.02 Certain
Calculations.     Unless otherwise specified herein, for purposes of determining amounts with respect to
the Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)        All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the
basis of a 360-day year consisting of twelve 30-day months.


 


(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any Certificate
Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04,
and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which
recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section
4.04(a).


 


(iv)       Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the
market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of
determination, (y) the Mortgage Rate on the applicable Mortgage Loan or


 






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Serviced Companion Loan, as applicable, based on its outstanding
principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows,
including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property.


 


(v)        Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced
AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust
and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the
related Mortgage Loan and Serviced Pari Passu Companion Loan.


 


[End of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01      Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution
and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and
convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of
the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, including any security interest therein
for the benefit of the Depositor, whether now owned or existing or hereafter acquired or arising, in, to and under (i) the
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(f) and 5(g)),
6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of
each of the Mortgage Loan Purchase Agreements, (iii) the Intercreditor Agreements, and (iv) all other assets included or to
be included in the Trust Fund (collectively, the “Conveyed Property”). Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments
of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments of
principal collected on or before the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale.
In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)),
6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of
each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of


 






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Sections 10, 11 and 14
thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts
to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.


 


(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, the Mortgage Loan Sellers to the extent provided in the applicable Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect
to letters of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned,
with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements
of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon
such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying
that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iii), (iv), (vii), and (ix) of the definition of “Mortgage File”
(or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely
because of a delay caused by the public filing or recording office where such document or instrument has been delivered, or will
be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis
as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be
deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument
(certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered
to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iii), (iv),
(vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence
of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument
has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been


 






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satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence
of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance
company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before
the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller
or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required
to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the
assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not already assigned pursuant
to clause (iii)), clause (x) (to the extent not already assigned pursuant to clause (iii)) or clause (ix)
of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to
any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to
such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after
the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long
as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety
(90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office the applicable filing or recording information as to the related document or instrument);
and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall
be subject to clause (e) of the final proviso to the definition of “Mortgage File” herein. If, in accordance
with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage
Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments
in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause
(iii)) or clause (ix) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally
satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect
to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage
File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master
Servicer (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a Division of PNC
Bank, National


 






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Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11”),
and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank
to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer
(in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents) 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(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together
with an officer’s certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to
the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s)
of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian on the Closing Date. If a letter
of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of
credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the
applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or
amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit
for processing) to the Custodian within thirty (30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the
applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for
the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests
of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such letter of
credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


 


(c)       Pursuant
to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller
is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment
of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances provided
for in the last sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage
Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within
one hundred twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of
the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as the
case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each Assignment.
Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should
be returned by the public recording office to the Custodian or its designee following recording or filing (or to


 






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the related Mortgage
Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment
received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment
received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as
part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument is determined to be
incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is
lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty
(180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute
therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the
expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by
the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may
be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or
request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request
and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage
Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the
applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation
in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the
Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such
Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller
shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been properly submitted
for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted.
Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred to in clause (iii)
or (v) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix)
of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which
opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation
and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan, against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the
Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing


 






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of each such Mortgage Loan, together with copies of all documents in each Mortgage File,
shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days
after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)       The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the name
of the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer) for deposit
into Servicing Accounts.


 


(g)       With
respect to the Franchise Required Mortgage Loans, 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) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable 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).


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via email to
each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor at the email addresses set forth in this Agreement) an officer’s
certificate to the address set forth in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the
electronic copies of the documents and information uploaded to the Intralinks Site constitute all documents and information required
under the definition of “Diligence File” (the “Diligence File Certification”), which shall be organized
and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage
Loan Seller, and shall provide the Master Servicer and Special Servicer with access to the Intralinks Site.


 






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(i)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, 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 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, 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, 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 Mortgage Loan documents relating to such Servicing Shift
Whole Loan in its possession (other than the original 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 Mortgage 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 Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised,
required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e)
entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer
of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of
“Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


(j)       On
the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format and Excel format, the Initial
Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1 to the Prospectus in EDGAR-Compatible Format
and Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


 


(k)       Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the applicable Mortgage
Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to delivery of
only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint Mortgage
Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or
any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage
Loan Sellers may deliver one Mortgage File or one of any


 






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other document required to be delivered with respect to such Mortgage
Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


 


Section 2.02     Acceptance
by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a
Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse
claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage
Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future
Certificateholders, and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders and, with respect to any original document in the
Mortgage File for a Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Trustee as
holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the
delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a
signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery
requirements of Section 2.01 and of this Section 2.02.


 


(b)       Within
sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of
the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan),
the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage
Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except
as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents
specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or,
with respect to clause (xii), a copy of such letter of credit and the required Officer’s Certificate), if any, of
the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or
caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (e), (f) and
(h) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the
Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception
(in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in
the Mortgage File but never delivered from


 






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items which were delivered by the related Mortgage Loan Seller but are out for filing
or recording and have not been returned by the filing office or the recorder’s office).


 


(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section
2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such examination and only as
to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(e), (f) and (h) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the
applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage
Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a
letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by
the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect
has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return
such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or
the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase
or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer
or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the
exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage


 






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Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on
collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan
Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required
by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase Agreement; provided,
however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90)
days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the
document from the applicable filing or recording office and provides an officer’s certificate setting forth what actions
such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the
date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit
to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw
on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price
(or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution
Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds
deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of the related
Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)       It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the
Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part
of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be
delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing
Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor,
except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian
has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should
include only a local UCC Financing


 






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Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan) that has
two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing
Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the new national
forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable
for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements
were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)         If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a
form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not
been returned by the recorder’s office or filing office).


 


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 Mortgage Loan documents until the assignment and recordation
of all such Mortgage Loan documents has been completed.


 


(g)        If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person for a Mortgage
Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1
Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1
Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii)
receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of
a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by another
party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal
or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller
(other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days
from such Repurchase Request Recipient’s receipt thereof.


 






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Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request is received by the Repurchase Request
Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable,
(iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase
Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective 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 Repurchase Request Recipient and (B) no information provided pursuant to this
Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of
any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including
with respect to any Repurchase Request that is the subject of a 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 Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request
to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced
Loan or REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase Request’
under Section 2.02 of the Pooling and Servicing Agreement relating to the Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.”
Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed
to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set
forth in this Section 2.02(g) with respect to such Repurchase Request. In no event shall the Custodian, by virtue of this
provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with
its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given,
and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice
of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be
provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially
Serviced


 






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Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase
or replacement.


 


Section 2.03
      Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’
Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and
Warranties. (a) The Depositor hereby represents and warrants that:


 


(i)        The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the
Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it,
and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(ii)       Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)       The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any 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;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)       There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)       The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 






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(b)       After
its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan) or the
Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the
applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan Seller’s
discovery of any Material Defect, (ii) such Mortgage Loan Seller’s receipt of notice of any Material Defect from any party
to this Agreement or (iii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier
of (x) the discovery of any Material Defect by any party to this Agreement or (y) receipt of a notice of any Material Defect by
the applicable Mortgage Loan Seller (such 90-day period, the “Initial Cure Period”), (A) cure such Material
Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable
additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan
or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding
any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the
Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (or, in the case of a Joint
Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan,
if applicable) (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that
except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee
or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of
“Mortgage File” by a date not later than eighteen (18) months following the Closing Date, if such Material Defect is
capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and
is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller
shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional
ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage
Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided, further,
that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
(with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the
Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial Cure
Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period. Notwithstanding
the foregoing, any Defect or Breach


 






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which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially
and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right
to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without
regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the
funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) are to be remitted by wire transfer to the Master Servicer
for deposit into the Collection Account.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially
Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf of the Trust (and, with respect to
any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Special Servicer shall determine the amount
of any applicable Loss of Value Payment (with the consent of the Directing Certificateholder in respect of any Mortgage Loan that
is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) and, in the case of any
PSA Party Repurchase Request with respect to Non-Specially Serviced Loans prior to the occurrence of a Resolution Failure, shall
communicate such amount to the Master Servicer for its enforcement action with the applicable Mortgage Loan Seller. In connection
with any such determination with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special
Servicer, but in any event within the time frame and in the manner provided in Section 3.19, with the Servicing File and
all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to such Non-Specially Serviced 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 to the extent
set forth in Section 3.19 in order to permit the Special Servicer to calculate the Loss of Value Payment as set forth in
this Section 2.03(b). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special
Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment
shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such 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 Master Servicer or the Special Servicer,
as applicable, on behalf of the Trust, provided that (i) prior to any such agreement or settlement, nothing in this paragraph
shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of its
rights related to a Material Defect in the manner and timing set forth in


 






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the related Mortgage Loan Purchase Agreement or this
Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan);
(ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material
Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced
Mortgage Loan, if a “material document 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, and if the applicable Mortgage Loan Seller (or
other responsibly party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related Mortgage
Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however,
that the foregoing shall not apply to any “material document defect” related to the promissory note for the related
Non-Serviced Companion Loan.


 


If any Breach pertains
to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the
related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s),
then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (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 that are incurred as a result
of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees and reimbursable expenses
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, however,
that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller
Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage
Loan Seller; provided, further, however, in the event any such costs and expenses exceed $10,000, the related
Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or
pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan
Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in 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 Mortgagor, the portion of the cure payment made by
the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on
or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are
to


 






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be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer who shall then remit such funds) to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything
contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in the discovery of a Material Defect shall
relieve the applicable Mortgage Loan Seller of its obligation to repurchase if it is otherwise required to do so under the related
Mortgage Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover
or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan
Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase
Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist
by reason of the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being
a Qualified Mortgage, and (iv) such delay or failure to provide notice precludes such Mortgage Loan Seller from curing such Material
Defect. 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 Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility,
theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect
to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant
to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact,
released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents
and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would
not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” that constitutes a Material Defect: (a) the absence from the Mortgage File
of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a
copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original
signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the
Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller
stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called
for by clause (viii) of the definition of “Mortgage File”; (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless
there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the
intervening assignment and a certificate from the related Mortgage Loan Seller stating that



 






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the original intervening assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File
of any required letter of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold
Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease;
provided, however, that no Defect (except the Defects previously described in subclauses (a) through (f)
of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under
the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in subclauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely affect
the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy of the document with respect
to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or copy,
as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian
under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of “Mortgage File”
herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect
with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following
the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document
delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has
acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller
can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document is lost
may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the
related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to
the extent provided for in Section 8.01 hereof.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage
Loan Seller in the same manner as provided in Section 6 of the related


 






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Mortgage Loan Purchase Agreement and, if applicable, the
definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)       Section
6(e) of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to
the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect.


 


(f)       The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard.
Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan
Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan
Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing Servicer shall be reimbursed
for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related
Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first and second are insufficient, then
pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection Account.
Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related
Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)       If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also
constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,
and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses
from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the
Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a Specially
Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the
extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related
Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, determines in the exercise of


 






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its sole discretion consistent with the Servicing Standard that such actions
by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or recovery of principal, interest
and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided,
further, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, may waive the collection
of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph,
and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying Loan(s) in
the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with
the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances.
Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial
release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage
prepared and executed in connection with such partial release.


 


(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller
and the Master Servicer or, with respect to a


 






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Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then
both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage
Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)        (i)
In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) that
a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer. The
Master Servicer or the Special Servicer, as applicable, shall then promptly forward it to the related Mortgage Loan Seller and
each other party to this Agreement and take the actions required under Section 2.03(b). Subject to Section 2.03(l),
the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


 


(ii)        In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan, that
party shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable
Mortgage Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request” and, either
a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and the
Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior
to the occurrence of a Resolution Failure, 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. If a Resolution Failure occurs with
respect to a PSA Party Repurchase Request, the provisions described below under Section 2.03(l) shall apply.


 


(iii)       In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller.


 






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(l)        (i)
Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made by any party
other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Directing
Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced Loan, the Master
Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the Special Servicer,
indicating the Master Servicer’s analysis and recommended course of action with respect to such PSA Party Repurchase Request.
The Master Servicer will also be required to deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced 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 to the extent set forth in Section
3.19. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File and other material, the
Special Servicer shall become the Enforcing Servicer with respect to such PSA Party Repurchase Request.


 


After a Resolution
Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by
an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed
Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at the address specified in the Initial
Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator. The Certificate Administrator will
be required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners (by posting
such notice on the Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course of action
with respect to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing
Servicer, the Master Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation
Termination Event has occurred) the Directing Certificateholder regarding any Proposed Course of Action.


 


Such Proposed
Course of Action Notice shall include:


 


(a)       a
request to Certificateholders to indicate 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 thirty (30) days of the date
after such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration,


 


(b)       a
statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be
compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting
as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders that
involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures described below
relating to


 






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the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Notices,


 


(c)       a
statement that the responding Certificateholders will be required to certify their holdings in connection with such response,


 


(d)       a
statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action
will be taken into consideration and


 


(e)       instructions
for the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.


 


Within fifteen
(15) Business Days after the expiration of the 30-day response period, the Certificate Administrator shall tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed
to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action
to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate
Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website
(the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed
Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration, (b) any Certificateholder
or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing Servicer


 






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also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action,
such additional responses from other Certificateholders or Certificate Owners shall also be considered Preliminary Dispute Resolution
Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority
of responding Certificateholders.


 


(ii)       If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner 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 to any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


 


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a)
and (b), a “Requesting Certificateholder” provided that a Holder of a Class VRR Interest Certificate
may not be a Requesting Certificateholder), the Enforcing Servicer shall 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 ten (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 in accordance with the Servicing Standard relating to the timing and extent of such consultations. No
later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder 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.


 






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(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 are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall 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 thirty (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 a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party or that should 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 and (iii) if the
Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then
the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to determine a course
of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(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 interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)       In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described below.


 


(viii)       For
the avoidance of doubt, neither the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan nor any of their
respective Affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder, to act
as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute Resolution Notice
or otherwise to vote


 






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Certificates owned by it or such Affiliates with respect to a course of action proposed or undertaken pursuant
to the procedures described under this Section 2.03(l).


 


(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 (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 and have at least fifteen (15) years of experience in commercial litigation and either
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 mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory challenges
within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider
shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(iv)       The
expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)       The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller 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 and have at least fifteen (15) years of experience in commercial litigation and either
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 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 fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the


 






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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 ten (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 shall 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
shall 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 thirty (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 shall not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall 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.


 






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(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 shall apply to both mediation and third-party arbitration:


 


(i)        Any
mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)        If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County of
New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder 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


 






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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 is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in
Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1
Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the
information required pursuant to Section 2.02 and (C) the applicable Mortgage Loan Seller shall be permitted to disclose
information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item
1104 of Regulation AB.


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)     Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 


(p)        Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be limited
to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with
respect to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also
cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage
Loan Sellers with respect to such Joint Mortgage Loan.


 


Section 2.04       Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the
Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a
fully


 






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executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the
assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment
and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier
REMIC, receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and
the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section
2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has
caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused
the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class
VRR Upper-Tier Regular Interest and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees,
of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and, in the
case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


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 Class VRR Upper-Tier Regular Interest, the Excess Interest and any other
property constituting the Grantor Trust to the Trustee for the benefit of the Holders of the Grantor Trust Certificates. The Trustee
(i) acknowledges the assignment to it of the Class VRR Interest Specific Grantor Trust Assets and the Class S Specific Grantor
Trust Assets, (ii) declares that it holds and will hold such Class VRR Interest Specific Grantor Trust Assets and the Class S Specific
Grantor Trust Assets in trust for the exclusive use and benefit of all present and future Holders of the Grantor Trust Certificates,
and (iii) has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, in exchange
for the Class VRR Interest Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets, and the Depositor hereby
acknowledges the receipt by it or its designees of, the Grantor Trust Certificates in authorized Denominations.


 


Section 2.05      Creation
of the Grantor Trust. The portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, undivided
beneficial ownership of which will be represented by the Class S Certificates shall be treated as a trust the beneficiaries
of which are treated as the “owners” of such assets under subpart E, part I of subchapter J of the Code.


 






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[End of Article II]


 


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 Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall
diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced
Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated
to service in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in
the best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the
Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account
the subordinate or pari passu nature of such Companion Loans, as applicable (as determined by the Master Servicer or
Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this
Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related
Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan(s),
taking into account the subordinate or pari passu nature of the Companion Loan(s), as applicable. With respect to each
Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as
the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that
would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC
Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of
the following standards of care: (1) in 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 (2) 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 by the Master Servicer or the
Special Servicer, as the case may be, with a view to (A) the timely recovery of all payments of principal and interest under
the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization
of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion
Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and
any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related
Companion Loan(s) constituted a single lender), taking into account the subordinate or pari passu nature of the
related Companion Loan(s), as applicable), as determined by the Master Servicer or the Special


 






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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 conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any
Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any
Mortgage Loan Seller or any other parties to this Agreement; (ii) the ownership of any Certificate, Companion Loan, mezzanine
loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the
Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make
Advances; (iv) the right of the Master Servicer’s or the Special Servicer’s, as the case may be, or any of its
Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any
particular transaction; (v) the ownership, servicing or management for others of (a) any Non-Serviced Mortgage Loan and any
Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered
by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its
Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has
extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii)
any option to purchase any Mortgage Loan or the related Companion Loan(s) the Master Servicer or the Special Servicer, as the
case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or
any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master
Servicer or the Special Servicer or one of their respective Affiliates is a Mortgage Loan Seller) (the foregoing,
collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has
occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to
the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not
have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this
Agreement. The Special


 






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Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by
the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major Decision by the Special Servicer
in accordance with the terms of this Agreement and (ii) Section 3.19, the Master Servicer shall be obligated to service
and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The Special Servicer shall make the property
inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls and forward
to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance
with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially
Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues
remain unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein
contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability
or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit
of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage
Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)        Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things
in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name
of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee
to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced
Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan,
it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other documents
or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing
statements, continuation statements and other documents or instruments as necessary to maintain the lien


 









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created by the related
Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii)
subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under
or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation,
pledge agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other
comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding
on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with
respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the
Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related
Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer
and the Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as
applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable)
and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney
in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to
by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to
enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or
the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or
the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as
the case may be, shall not, 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 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 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 required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25), the Master Servicer shall require
the costs of such Rating Agency


 






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Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage
Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs
of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25), the Master Servicer shall not waive the requirement
that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to
have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and
expenses out of pocket other than as a Servicing Advance.


 


(d)        The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)        Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to
the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having
a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of
credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to
a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of default under
such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant to the terms of such Ground Lease shall
be delivered to the Master Servicer (who shall forward such notices to the Special Servicer) and that the Master Servicer or the
Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required
to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant
to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests
of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents
do not require the related Mortgagor to pay any costs and expenses relating to any modifications to


 






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or assignment of the related
letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under
the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs
and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master
Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage
Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.
The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer
nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under
the related Mortgage Loan Purchase Agreement.


 


(g)        Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)        Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related Companion Holder to
or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance with the related
Intercreditor Agreement remain due and owing.


 


(i)        The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan(s),
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s).


 


(j)         Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with


 






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respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage
Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after
the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the
Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part
of the Trust Fund; provided, further, however, that if, in the case of any Serviced Whole Loan, the related
Serviced Companion Loans continue to be included in Other Securitizations, then for so long as a separate servicing agreement (pursuant
to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer
of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that
such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs
to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer
as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced
Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse
the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances
had been made by the Master Servicer hereunder.


 


(k)       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 a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to


 






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be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has
been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)       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 a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)       Subject
to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari Passu Companion Loans,
each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee,
as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related
Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines
to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02      Collection
of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make reasonable efforts
consistent with the Servicing Standard to collect all payments called for under the terms and provisions of the Mortgage
Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are
consistent with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to
each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each
provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement
action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for
collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage
Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further
that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with
respect to





 



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any of the foregoing waivers, no Advance or additional expense
of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any
additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event,
given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master
Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in
writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such
proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard
without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall
have no consent rights with respect to any Excluded Loan with respect to the foregoing waivers.


 


(b)        (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan
in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage
Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion
Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


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, unreimbursed and unpaid additional trust fund
expenses of the Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second 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 (i) unpaid
interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on
earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that
either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on


 






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the
portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
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;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


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 (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);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 






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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
Mortgage 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, as applicable, 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 principal balance of the Mortgage Loan or Serviced Whole Loan
in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each Serviced Whole Loan, exclusive
of any amounts payable to the holder or holders of the related Companion Loan(s) pursuant to the related Intercreditor Agreement)
shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
of the Trust with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances 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);


 


third,
to the extent not previously so allocated pursuant to clause first or second 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 (i) unpaid
interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or
clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described
in subclause (i) of this clause third that either (A) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or
(B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any
related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 






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fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior paragraph
on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


ninth,
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 (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


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation


 






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Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan(s),
as applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)        To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply
all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)        In
the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest
prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall notify
the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor
to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions
of Section 3.02(a).


 


(e)        With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall,
to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless otherwise
required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)         Promptly
following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of notice of the
related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send
written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any
other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is
the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced
PSA. The Master Servicer shall, within two (2) Business Days of receipt of available and properly identified funds, deposit into
the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


 






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Section 3.03      Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one or
more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained,
and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion
Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the
Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify
respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in
Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion
Loan documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06.
Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents.
Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which
Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable,
for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to
Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or
Companion Loan as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of
default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage
Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the
related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to
the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage
Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to
any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed
by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an
administrative fee for maintenance of the Servicing Accounts.


 


(b)       The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion Loan, shall maintain
accurate records with respect to each 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. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing
Advances prior to the applicable penalty or termination date 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, employing for such purpose Escrow Payments
(which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as
allowed under the


 






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terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s). Other than
with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the
related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment
of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in
the case of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans or Companion Loans, as applicable, that
it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with its obligation to 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.


 


(c)       In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation
that such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect
of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business
Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing
Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis; provided, further, that the Special Servicer shall not be entitled to make such a request
(other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar
month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of
such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. 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


 






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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 3.03, 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 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 3.03(c), 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, if applicable, such Nonrecoverable
Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, and such determination shall be binding upon the Master Servicer, but shall in no way limit the ability of
the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance.
If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing
Advance is a Nonrecoverable Advance, the Master Servicer shall 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 Advance. All such Advances shall
be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required


 






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Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the
contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or Special Servicer, as applicable) 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 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 or Serviced Companion Loan(s); provided that in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans, as applicable). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). 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 Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable
Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided
for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then
on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master
Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance
as soon as practically possible after


 






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funds available for such purpose are deposited in the Collection Account (or any Companion
Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s
or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master
Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from
the holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall
fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required to be or
to have been taken or completed.


 


Section 3.04      The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account and the VRR Certificate Gain-on-Sale Reserve Account. (a) The Master Servicer shall establish and maintain, or
cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be
deposited and in no event later than the second Business Day following receipt of properly identified funds (in the case of
payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically
provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee
and other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:


 


(i)         all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 






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(ii)   
    all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including
Excess Interest, Prepayment Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates 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 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related mortgage
loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


 


(v)       any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)       any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited


 






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therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
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 3.14(c). 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. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master Servicer
shall give notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of
the Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account in trust for
the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as Holder of the Lower-Tier
Regular Interests, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders
of the Class S Certificates) and (iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class S Certificates.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date
therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable
to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d)
of the definition of Aggregate Available Funds) for the related Distribution Date, and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date, in each case to the extent on deposit in the Collection Account
after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s
receipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit
in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms
of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however, that the
Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced


 






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Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master Servicer Remittance
Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately available funds, to the extent
received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed
to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding
the preceding, the following provisions shall apply to remittances relating to the Serviced Companion Loans that have been deposited
into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection
Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and
payable to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master
Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or
at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement;
(2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in
Section 4.01(j), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.
With respect to any Serviced Whole Loan, in the event the Master Servicer receives any properly identified and available late collections,
the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Day following receipt
of such late collections in properly identified and available funds, the amount allocable to such Serviced Pari Passu Companion
Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale
Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Companion Distribution Account
may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in


 






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the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v) or any Excess Interest is required to be delivered hereunder, the Master Servicer shall not
have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest
Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer
shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the
date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested
for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that if,
at any time, Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds may be invested and,
if invested, shall be invested by, and at the risk of, the Certificate Administrator, in Permitted Investments selected by the
party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution
Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment
shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in
the name of “[name of successor certificate administrator], as Certificate Administrator, for the benefit of Wells Fargo
Bank, National Association, as Trustee for the Holders of the Benchmark 2019-B11 Mortgage Trust,


 






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Commercial Mortgage Pass-Through
Certificates, Series 2019-B11 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any
loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account and,
if established, the Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account, prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
the VRR Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including
interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Companion Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders,
as applicable; the Excess Interest Distribution Account and any portion of the Collection Account holding Excess Interest (including
interest if any, earned on the investment of funds in such accounts) shall be owned by the Grantor Trust for the benefit of the
Holders of the Class S Certificates; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment
of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)       [Reserved]


 


(d)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in


 






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its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class S Certificates. The Excess Interest Distribution Account shall
be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution
Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account
an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period. Following
the distribution of Excess Interest to Holders of the Class S Certificates 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.


 


(e)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders (other than Holders of the
RR Interest) and (ii) the VRR Certificate Gain-on-Sale Reserve Account for the benefit of the Holders of the RR Interest. Each
of the Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account shall be maintained as an Eligible Account
(or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass-through certificates of other
series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master
Servicer who shall then remit such funds to the Certificate Administrator, who shall (i) deposit the Non-VRR Percentage of such
funds into the Gain-on-Sale Reserve Account and (ii) deposit the VRR Percentage of such funds into the VRR Certificate Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the
related Intercreditor Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion
Distribution Account.


 


(f)        Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-VRR Percentage of such funds for deposit into the
Gain-on-Sale Reserve Account and (ii) the VRR Percentage of such funds for deposit into the VRR Certificate Gain-on-Sale Reserve
Account.


 


(g)       The
Certificate Administrator shall establish and maintain the Class VRR Interest Distribution Account in its own name for the benefit
of the Trustee, for the benefit of the Holders of the Class VRR Interest Certificate, which shall be an asset of the Grantor Trust
and beneficially owned by the Holders of the Class VRR Interest Certificates and shall not be an asset of any Trust REMIC. The
Class VRR Interest Distribution Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible
Account.


 


(h)       [Reserved].


 


(i)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of
Value Reserve


 






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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, based upon information obtained from the CREFC® reports delivered by
the Master Servicer pursuant to the terms hereof, 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 to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat any
amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by
the Trust 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.


 


Section 3.05      Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a) The Master
Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account) for any of the following purposes (the following not being an order of priority and without duplication of the same
payment or reimbursement):


 


(i)       (A)
no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted pursuant to the first paragraph
of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a) and an amount equal
to the Excess Interest received in the applicable one-month period ending on the related Determination Date; and (B) pursuant to
the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank, National
Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest
pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced
Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A)
with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited
to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments,
Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer
any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or
Corrected


 






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Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant
to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation
Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating
to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) 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 Stated Principal Balances, or (ii) with respect to
a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and then, pro
rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s)) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating
Advisor any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced
Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment
of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage
Loan, Specially Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, being limited to
amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect
to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan
(whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, and (D) to pay the Asset Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect
of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan, (ii) any Servicing
Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable, the Asset Representations Reviewer’s right to
payment of the Asset Representations Reviewer Fee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan,
Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan, (ii) any Servicing Shift Whole Loan
and (iii) any Non-Serviced Mortgage Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan
(whether in the form of payments, P&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced
Loan or REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid 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 and itself, as applicable (in that order), for unreimbursed P&I Advances, 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 of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances


 






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were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance 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; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), 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 (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or
any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall
be made, subject to the terms of the related Intercreditor Agreement (i) 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 Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any Serviced
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan
and Serviced AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on
deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance 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; provided, further, that


 






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if such Advance
becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement) (i) 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 Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) and provided, further, that, in case
of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall
be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan(s)), in accordance with the terms of the related Intercreditor Agreement (provided
that, with respect to any AB Whole Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I
Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected
with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate Companion
Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related
to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO
Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery
Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts
received in connection therewith;


 






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(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement,
interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, out of collections on the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan(s) in accordance with their respective outstanding principal balances, or (ii) with respect
to a Serviced AB Whole Loan, first, out of collections on the related AB Subordinate Companion Loan and then, pro
rata and pari passu, out of collections on the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced
Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section
2.02 and/or Section 2.03 of this Agreement or out of the enforcement of the repurchase or substitution obligation or
any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan, being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,


 






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and then out
of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person
in connection with the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement or in connection
with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the applicable Mortgage Loan
Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise;
provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described
above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) 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 Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata
and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any),
in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion
Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out
of general collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) 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 Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, pro
rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loan;


 


(x)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment


 






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Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the Master
Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while the
related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from
the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any
related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and
expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section
3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected
on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection
Period to the extent not required to be paid as Compensating Interest Payments; and (b) to pay the Special Servicer, as additional
servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and
expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section
3.11(d));


 


(xi)       to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(h), Section 6.04(a) or Section
6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) 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 Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any), and then, pro
rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections with respect to the Mortgage Loans;


 


(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), Section
3.18(b), Section 3.18(c), 3.18(g) and 10.01(f)


 






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to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment to
this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of
Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that,
in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement (i) with respect to the related 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
Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan (if any), and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced
Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)     to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust 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, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)       to
reimburse 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 pursuant to Section 10.01(c);


 


(xvi)     to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage 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; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and 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 Section 2.03(b);


 


(xvii)    to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)   to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 






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(xix)      to
pay the EU Reporting Administrator Fee to DBNY on a monthly basis;


 


(xx)       to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxi)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)     to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


 


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 the Collection Account.


 


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 certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
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 certificate is required for a payment of Special
Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Mortgage Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not
specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion
Loan(s), as applicable.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 






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(i)       to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)       to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)       to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 






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(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)        to
make (A) distributions to Certificateholders (other than Holders of the Grantor Trust Certificates) on each Distribution Date pursuant
to Section 4.01 or Section 9.01 of this Agreement (in the case of Holders of the Class R Certificates, in respect
of the Class UTR Interest), as applicable and (B) deposits of the VRR Available Funds and any VRR Retained Prepayment Premiums
and Yield Maintenance Charges into the Class VRR Interest Distribution Account on each Distribution Date pursuant to Section
4.01 of this Agreement; and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       The
Certificate Administrator may make withdrawals from the Class VRR Interest Distribution Account for any of the following purposes:


 


(i)        to
make distributions to Holders of Class VRR Interest Certificates on each Distribution Date pursuant to Section 4.01 or Section
9.01 of this Agreement, as applicable;


 


(ii)       to
recoup any amounts deposited in the Class VRR Interest Distribution Account in error; and


 


(iii)      to
clear and terminate the Class VRR Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


 


(f)       Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then
reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second to
the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)       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 promptly (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


 






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event and (2) with respect
to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with
five (5) 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:


 


(i)         to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(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 any interest on such Advances);


 


(ii)        to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee 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 expense of the Trust;


 


(iii)        to
offset any portion of Certificate Realized Losses and VRR Realized Losses that are attributable to such Mortgage Loan or related
REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with
respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)        following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)        On
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Certificate Realized Losses
and VRR Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust
Fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(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
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 (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related 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 (g)(i)-(g)(iv) of the prior paragraph.


 






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(i)       The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


 


Section 3.06 Investment
of Funds in the Collection Account and the REO Account. (a) The Master Servicer
may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing
Account (for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct
any depository institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06,
an “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held
therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from
such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor
thereon and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or
the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders.
The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any
Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of
Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined
in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured
party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the
Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably
necessary to cause the Trustee to have control over such security entitlement. 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 (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer
(in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
shall:


 


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


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator


 






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or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the
current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding Master Servicer Remittance Date, shall be for the sole and exclusive benefit of
the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss
shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as
applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of
Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than
the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to
such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date
related to the current Distribution Date; 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 satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the Master Servicer, such federal or state chartered depository institution or trust company is
not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (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, the Master Servicer 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.


 






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Section 3.07      Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), to
the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the
related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as
applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with
respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a
Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage (or, in the
case of REO Property, in accordance with the Servicing Standard in an amount that is at least equal to the lesser of (1) the
full replacement cost of the improvements on the REO Property, and (2) the outstanding principal balance owing on the related
REO Loan, and in any event, the amount necessary to avoid the operation of any co-insurance provisions), but only in the
event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined ((i) prior to the
occurrence and continuance of any Control Termination Event and (ii) other than with respect to any Excluded Loan, any
determination that such insurance coverage is not available or not available at commercially reasonable rates to be made with
the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder) by
the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged
Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as
determined by the Master Servicer (if the Master Servicer and the Special Servicer mutually agree that the Master Servicer
will process such default with respect to a Non-Specially Serviced Loan) or by the Special Servicer (with respect to any
Non-Specially Serviced Loan (unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will
process such default) and with respect to any Specially Serviced Loan); provided, however, that if any Mortgage
permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property,
the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as
applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in
place at the closing of the Mortgage Loan; provided, further, that, with respect to the immediately preceding
proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the
Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special Servicer with ((i) unless a
Control Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan) the consent
of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control


 






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Appraisal Period, the related
AB Whole Loan Controlling Holder, as applicable) and only in the event the Trustee has an insurable interest therein and such
insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at
commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially
reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special
Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO
Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the
Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) prior to the occurrence and
continuance of a Control Termination Event and (ii) (other than with respect to any Excluded Loan) with the consent of the
Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related AB
Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable rates or that
the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on
the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan),
including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of
insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the
full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the
outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan,
as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a
replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the
related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party
(except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior
notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified
Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or
Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance
with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining
any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO
Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be
advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if
such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will
be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal


 






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balance of the related Mortgage Loan and Serviced Companion Loan(s) (if
any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan(s) so permit. Any cost incurred by the
Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a
Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it
were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be
required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any
Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan and is
currently available at commercially reasonable rates.


 


Notwithstanding the
foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in
types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably
requires from time to time in order to protect its interests, the Master Servicer will be required to, consistent with the
Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related
Mortgaged Property contain Additional Exclusions (provided that the Master Servicer shall be entitled to conclusively
rely upon the certificate of insurance in determining whether such policies contain Additional Exclusions), (B) request the
Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as
to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if it has knowledge that any
insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master
Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails
to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the
Master Servicer (if the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such
default with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to any Non-Specially Serviced
Loan (unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default)
and with respect to any
Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance
Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely
on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer
(if the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default with respect
to a Non-Specially Serviced Loan) or the Special Servicer (with respect to any Non-Specially Serviced Loan (unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such default) and with respect to 


 






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any Specially
Serviced Loan) shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances
of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance
of the Mortgage Loans then included in the Trust. During the period that the Master Servicer or the Special Servicer, as applicable,
is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder or the related
AB Whole Loan Controlling Holder, as applicable, neither the Master Servicer nor the Special Servicer will be liable for any loss
related to its failure to require the Mortgagor to maintain such insurance and will not be in default of its obligations as a
result of such failure.


 


(b)       (i)
The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property (other than with
respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the Trustee has an insurable
interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property,
and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy
with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would
have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a blanket, master
single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the


 






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Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such blanket, master single interest
or force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property
(i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property
is covered thereby) shall be paid by the Master Servicer as a Servicing Advance. Such blanket, master single interest or force-placed
policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had it been
maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the blanket, master single
or force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any
such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with a
Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special
Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in their respective
fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be, and shall furnish
to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are
in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee,
has an insurable interest


 






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therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the
maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the
cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance
for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan and prior
to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance
with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance unless determined to be a Nonrecoverable
Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay the Special Servicer from the Collection
Account.


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A-” by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its public
parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligation under this Section
3.07.


 


(g)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08 Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature
of a “due-on-sale” clause, which by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other


 






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transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof,
or as to which such matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and
Special Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08)
or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record
may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold
its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided
that, (i)(A) if such Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing,
the consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the
occurrence and continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent
required under the related Intercreditor Agreement) shall have been obtained by the Special Servicer to the extent required by,
and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control
Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing,
the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a) and (C) other than with respect to any applicable Excluded Loan, upon non-binding consultation with the Risk Retention
Consultation Party in accordance with the procedures set forth in Section 6.08; (provided that in the case of clause
(A) and clause (B) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if
a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days (or, if
the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt of the Major Decision
Reporting Package and in the case of clause (C) such consultation shall be deemed to have occurred, as applicable, if a response
to the request for consultation is not provided within ten (10) Business Days), and (ii) with respect to any Mortgage Loan (x)
with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal Balance greater than or equal
to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage
Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor
(or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master
Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its


 






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then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25), provided, however, that with respect
to subclauses (y) and (z) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance
of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. 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 the related transactions involving
proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing
the related action, as applicable, as the case may be, shall (if not already provided in accordance with Section 3.25 of
this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities,
the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in
the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Master Servicer (with respect to all Non-Specially Serviced Loans where such matter is a Master Servicer Decision) and the
Special Servicer (with respect to all Specially Serviced Loans and with respect to Non-Specially Serviced Loans where such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied.


 


(b)       As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 






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then, for so long as such Mortgage Loan
(or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof, or
as to which such matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master Servicer
will process such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and Special
Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08) or
the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is
a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record may
have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its
consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right
to exercise such rights, provided that (i) (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event
shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement)
shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section
6.08(a), (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing,
and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) other than with respect to
any applicable Excluded Loan, upon non-binding consultation with the Risk Retention Consultation Party in accordance with the procedures
set forth in Section 6.08 (provided that in the case of clause (A) and clause (B) such consent shall be deemed given
or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation,
as the case may be, is not provided within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer
are affiliates, five (5) Business Days) after receipt of the Major Decision Reporting Package, and in the case of clause (C) such
consultation shall be deemed to have occurred, as applicable, if a response to the request for consultation is not provided within
ten (10) Business Days), and (ii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal
balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV
Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in
each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan,
if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal
Balance) or (E) has a Stated Principal Balance greater than $35,000,000; provided, however, that with respect to
subclauses (A), (B), (C) and (D) of this subclause (ii),


 



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such Mortgage Loan shall also have
a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. 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 the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing
the related action, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing
the related action, as applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless
determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing
Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee
discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related
Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans where
such matter is a Master Servicer Decision) and the Special Servicer (with respect to all Specially Serviced Loans and with respect
to Non-Specially Serviced Loans where such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall
determine whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with respect
to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiv) of the definition of Master Servicer Decision
and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant
to clause (xiv) of the definition thereof, the Master Servicer shall promptly forward such request to the Special Servicer and
the Special Servicer will be required to process such request (including, without limitation, interfacing with the Mortgagor) and
except as provided in the next sentence, the related Master Servicer will have no further obligation with respect to such request
or due-on-sale or due-on-encumbrance. The


 



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Master Servicer shall continue to cooperate with the Special Servicer by delivering to
the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating
to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause. Unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such request with respect to a Mortgage
Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08),
the Master Servicer shall not be permitted to process any request relating to such consent or waiver with respect to a “due-on-sale”
or “due-on-encumbrance” clause (other than any transfers or assumptions provided for in clause (xiv) of the definition
of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiv) of the definition thereof) and shall not be required to interface with the Mortgagor
or provide a written recommendation and analysis with respect to any such request.


 


Nothing in this Section
3.08 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 additional lien or other
encumbrance with respect to such Mortgaged Property.


 


(c)          Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(d)          [Reserved].


 


(e)          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 a Non-Specially Serviced Loan or relating to any Specially-Serviced Loan
without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded
Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination
Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation
with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing Certificateholder shall have ten (10)
Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt
of notice along with the Master Servicer’s (if applicable) and the Special Servicer’s


 



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recommendation and analysis with
respect to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder
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 Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed
to have consented to such proposed waiver or consent).


 


(f)           Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09 Realization
Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents related to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the
related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or
mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of
the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts,
consistent with the Servicing Standard, to, at any time, institute foreclosure proceedings, exercise any power of sale
contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged
Property or comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as
to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to
the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master
Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of
such property unless the Special Servicer has determined in its reasonable discretion that such restoration will increase
the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer
or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer has not
determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable
Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master
Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable
Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or
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make an offer on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special
Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of
any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the
Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion
Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as
the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated
appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event to occur.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, 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 CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) 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 any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, 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


 



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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 Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the
Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of
the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially
Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and
conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering
any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and
(ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and 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 Certificateholder 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 in


 



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writing 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 Certificateholder
and the Risk Retention Consultation Party, in writing of its intention to so release such Mortgaged Property and the bases 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 3.13(b) and (iii) in
addition to the prior written consent of the Directing Certificateholder 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). To the extent any fee charged
by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such
fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)          The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (other than with respect to any Excluded Loan), the Master Servicer
and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Loan or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c)
above 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 satisfaction of both such conditions, repurchase of the related
Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and
abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)          The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any


 



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REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance
Determination Date.


 


Section 3.10 Trustee
and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan (other than a
Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special
Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall
include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as
release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency)
of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or
Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or
its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account.


 


(b)          From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed
by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to
the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document
to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer
or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related
Companion Loan), 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 (including amounts related to the related Companion Loan, if applicable) pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case
may be, with the original being released upon termination of the Trust.


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or


 



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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. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor
Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan, as applicable,
the related Non-Serviced Master 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 Non-Serviced Master Servicer or its designee.


 


(d)          If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11 Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the
Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan
constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same
manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such
Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any
Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related
Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to
be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee
shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable
as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to
recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related
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Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan)
allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two
sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a
transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master
Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related
Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications, waivers, extensions
or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement) that are Master Servicer Decisions; (ii) 50% of Excess Modification Fees related to any
consents, modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Major Decisions; (iii) 100% of all
assumption application fees received on Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) to the extent the Master Servicer is processing the underlying transaction
and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any
Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement);
(iv) 100% of assumption, waiver, consent, earnout and processing fees and similar fees pursuant to Section 3.08 and Section
3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions;
provided that with respect to such transactions, the consent of the Special Servicer is not required to take such actions;
(v) 50% of all assumption, waiver, consent and earnout fees and similar fees (other than assumption application and defeasance
fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) where the action is a Major Decision (whether
or not processed by the Special Servicer). In addition, the Master Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to a Non-Serviced Mortgage Loan) any reasonable review fees for processing Mortgagor requests,
beneficiary statements or demands, to the extent such beneficiary statements or demands were prepared by the Master Servicer, and
other customary charges, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit
such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b),
respectively, any and all amounts collected for checks returned for insufficient funds relating to the accounts held by the Master
Servicer and late payment charges and default interest paid by the Mortgagors (that accrued while the related Mortgage Loans (other
than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor
Agreement) were not Specially Serviced Loans), but only to the extent such late payment


 



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charges and default interest are not needed
to pay interest on Advances or certain additional trust fund expenses incurred with respect to the related Mortgage Loan or, if
provided under the related Intercreditor Agreement, any related Serviced Companion Loan since the Closing Date. Subject to Section
3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges
to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in
the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date
to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest or other income
earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to
the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected
on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection
Period to the extent not required to be paid as Compensating Interest Payments. The Master 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,
payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against
hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection
Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly 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 in their sole discretion, but not any obligation, to reduce
or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party) (A)
neither the 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.


 


Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review
fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan documents
and are actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services,
a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues


 



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at a per annum rate in excess of
the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National
Association hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions
of Section 3.05(a). The right to receive 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. The
Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or
amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption fees and other related
fees received on any Specially Serviced Loans and 100% of such assumption application fees and other related fees for all Non-Specially
Serviced Loans to the extent the Special Servicer is processing the underlying assumption transaction, (iii) 100% of waiver, consent
and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection
with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor, (iv) 50% of all
Excess Modification Fees and assumption, consent and earnout fees and similar fees pursuant to Section 3.08 or Section
3.18 or other actions performed in connection with this Agreement and 50% of all earnout fees received in all cases with respect
to all Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement) to the extent the matter involves a Major Decision, (v) late payment charges and default interest paid
by the borrowers and accrued while the related Mortgage Loans (including the related Companion Loan, if applicable, and to the
extent not prohibited by the related Intercreditor Agreement) were Specially Serviced Loans and that are not needed to pay interest
on Advances or certain additional trust fund expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) with
respect to the related Mortgage Loan (including the related Companion Loan, if applicable, to the extent not prohibited by the
related Intercreditor Agreement) since the Closing Date, (vi) with respect to accounts held by the Special Servicer, 100% of charges
by the


 



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special servicer collected for checks returned for insufficient funds and (vii) 100% of charges for beneficiary statements
or demands actually paid by the Borrowers to the extent such beneficiary statements or demands were prepared by the Special Servicer,
shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such
fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a).
Notwithstanding the foregoing, the Special Servicer may also charge reasonable review fees in connection with any Mortgagor request
to the extent actually paid by the Mortgagor. Subject to Section 3.11(d), the Special Servicer shall also be entitled to
additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii)
interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to such Distribution
Date). In addition, the Special Servicer shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation
(other than with respect to any Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, and are actually paid by or on behalf
of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout
Fee equal to the lesser of (i) the amount calculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected
Loan for so long as it remains a Corrected Loan and (ii) $1,000,000 in the aggregate with respect to any particular workout of
a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such
Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification
Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course of such workout
calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall 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.
The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such
Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been
deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially
Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes
a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If
the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination
or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced
Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event
of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or


 



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was terminated become a Corrected Loan solely because the Mortgagor
had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan
as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer will not be
entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination
for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan)
or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds
or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation
Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance
and Condemnation Proceeds are received with respect to any Corrected Loan and 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 and Insurance and Condemnation
Proceeds that constitute principal and/or interest on such Mortgage Loan. 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 proceeds on
any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special
Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided
herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be
entitled to additional fees in the form of Penalty Charges. 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, payment of any
amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for
any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent
such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall
not be entitled to reimbursement therefor except as expressly 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.


 


With respect to a Mortgage
Loan (or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) or (x)
of the definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Workout


 



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Fee or any
fee payable by the related Mortgagor only during any Imminent Default Workout Fee Restricted Period. Thereafter, the Special Servicer
shall be entitled to any Workout Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance
with the terms of this Agreement.


 


With respect to a Mortgage
Loan (or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) of the
definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Liquidation Fee or any fee
payable by the related Mortgagor only during any Imminent Default Liquidation Fee Restricted Period. Thereafter, the Special Servicer
shall be entitled to any Liquidation Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance
with the terms of this Agreement.


 


(d)          In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a
Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and Special
Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing,
Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment
of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 






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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 Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced 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.


 


(e)          With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which may include HTML,
Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business


 



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Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12 Inspections;
Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be
performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least
once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case,
commencing in the calendar year 2020; provided, however, that if a physical inspection has been performed by
the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the
Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be
performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty
(60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related
Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer
pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not
paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and
then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced
Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) 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 Stated Principal Balances, or (ii) with respect to a
Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, pro rata and pari
passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), in accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be
prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the
extent evident from the inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the
preparer of such report has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the
condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the
inspection, and that the preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of
each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall


 



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deliver or, if applicable, make
available on its website a copy (in electronic format) of each such report prepared by the Special Servicer or the Master
Servicer, as applicable, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan) and to the Trustee within seven (7)
Business Days after the later of (i) the completion of such report or (ii) the Special Servicer’s or the Master
Servicer’s, as applicable, receipt of such report, provided that the Special Servicer or the Master Servicer, as
applicable, shall use reasonable efforts consistent with the Servicing Standard to obtain such report within 30 days after
completion of the related inspection. Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic
format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website. In respect of any Mortgage Loan other than an
Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make
available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make efforts consistent with the Servicing Standard to collect promptly (and in connection with the preparation of the
reports described in the following paragraph, review) from each related Mortgagor quarterly and annual operating statements, financial
statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such
Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any
other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if
delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents.
The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than
once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents.
In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly
prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall make
available on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing
Certificateholder and the Depositor, in electronic format, in each case within thirty (30) days of its receipt thereof, but in
no event, in the case of annual statements, later than June 30 of each year commencing June 30, 2020. Upon the request of any Privileged
Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as applicable, shall
deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. The Master Servicer or Special Servicer, as applicable, shall, upon the request of any NRSRO, deliver copies of all or
any of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 






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Within forty-five (45)
days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder,
or the Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any quarterly and annual operating statements or rent rolls beginning with the quarter ending September 30, 2019 and the calendar
year ending December 31, 2019 (solely to the extent the related Mortgagor provides sufficient information to report pursuant to
CREFC® guidelines) with respect to any Mortgaged Property or REO Property, such Master Servicer or Special Servicer, as applicable,
shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report,
but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise
agrees to provide and does provide, that information, presenting the computations to “normalize” the full year net
operating income and debt service coverage numbers used by the Master Servicer to prepare the CREFC® Comparative
Financial Status Report; provided that any such CREFC® Operating Statement Analysis Report and/or CREFC®
NOI Adjustment Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter
of each year to the extent provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and
continuation of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC®
Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including
underwritten figures), and the Special Servicer’s obligations hereunder shall be subject to its having received all such
reports. The Master Servicer and Special Servicer shall, upon request, deliver copies electronically of all operating statements
and rent rolls received from any Mortgagor to the 17g-5 Information Provider pursuant to Sections 3.13(c) and 3.13(d),
and the Master Servicer and Special Servicer shall, upon request, make available to the other and (prior to the occurrence of a
Consultation Termination Event) the Directing Certificateholder electronically monthly copies of all the foregoing items so collected
thereby. All CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall
be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and
REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies (in electronic format)
thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material
revision thereof) to the Certificate Administrator and, upon the request of any NRSRO, 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, shall
make such items available to the Operating Advisor, the Directing Certificateholder, and with respect to any Serviced Companion
Loan, the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than
a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)          At
or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the


 



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Specially Serviced Loans (excluding,
for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer
as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include
data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v)
a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case
with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning July 2019, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F)
CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent
received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer
Remittance Date beginning January 2019, the Master Servicer shall deliver or cause to be delivered in electronic format to the
Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification
Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York
City time) two (2) Business Days prior to the Distribution Date beginning in July 2019, the Master Servicer shall deliver or cause
to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and
the CREFC® Appraisal Reduction Amount Template, if provided for such Distribution Date. In no event shall any report
described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer,
or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the
Business Day on which the report is due. In no event shall any report described in this subsection be required to reflect information
that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not later than 5:00 p.m.
(New York City time) two calendar days (or if the second calendar day is not a Business Day, then the immediately succeeding Business
Day) following the Distribution Date beginning January 2020, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the


 



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Master Servicer shall have no obligation
to prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered
the items required by Section 2.01(j). If the CREFC® Schedule AL File or Schedule AL Additional File is not
provided by the time set forth in the immediately preceding sentence, the Certificate Administrator shall request such CREFC®
Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com, with a copy to the Depositor at US_CMBS_Notice@jpmorgan.com.
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 requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
Initial Schedule AL Additional File and the Annex A-1 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.


 


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.


 


(e)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator the reports
and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely on the reports
and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Certificate
Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant
to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Certificate Administrator
pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports
to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such
reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has
received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports


 



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required by Section 3.12(d) caused by the Special Servicer’s failure to timely
provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer
or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer,
as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information
with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information
or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.
The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in
its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, 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) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
making such statement, report or information available on the Master Servicer’s Internet website, unless this Agreement expressly
specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13 Access
to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided to
the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal
Reserve System of the United States of America 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 such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding
the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a
Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At
the election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to
such Person identified above by the delivery of


 



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copies of information as requested by such Person and the Master Servicer,
the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing
Certificateholder 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.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it
for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution
of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
Internet website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to
items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable
law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding
any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent
that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent
with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or
Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged
Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust or otherwise materially harm
the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from
disclosing information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout
or exercise of remedies as to any particular Mortgage Loan.


 


Upon the reasonable request
of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,
the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case,
solely relating to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained
by the Master Servicer; provided that, in connection therewith, the Master Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect
that such Person is a Holder of Certificates, a beneficial holder of


 



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Book-Entry Certificates (or an investment advisor for a Certificateholder
or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will
keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating
any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the
Trust. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specially
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)           The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general
public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


 


(i)             The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)         the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement and any amendments and exhibits hereto;


 


(C)          each
Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing date;


 


(D)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “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;


 






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(iii)          The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)         all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the
definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance
Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time;


 


(iv)          The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)         summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)         the
CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal Reduction
Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and


 


(E)          all
Operating Advisor Annual Reports;


 


(v)          The
following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)         any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


 


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 






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(D)          any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)          [Reserved];


 


(H)         any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)          any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)          any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)         any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 






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(R)          any
Proposed Course of Action Notice;


 


(S)          any
assessments of compliance delivered to the Certificate Administrator;


 


(T)          any
attestation reports delivered to the Certificate Administrator;


 


(U)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06; and


 


(V)          any
notice or document provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post same to the “Special Notice” tab;


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)         solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b);


 


(viii)        the
“U.S. Risk Retention Special Notices” tab shall include any notices provided by the Retaining Sponsor in satisfaction
of the Credit Risk Retention Rules;


 


  (ix)          the
“EU Risk Retention” tab on the Certificate Administrator’s Website; and


 


(x)            the
“EU Risk Retention Non-Compliance Notice” tab on the Certificate Administrator’s Website;


 


provided that with respect to a
Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan,
the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control
Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate
Administrator has been notified of such Excluded Loan.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described in clause
(viii) above, include a fixed statement in the Distribution Date Statement that risk retention notices, if any, can be found on
the “Risk Retention Special Notices” tab. The Certificate Administrator shall, in addition to posting the applicable
notices on the “Risk Retention Special Notices” tab described in clause (viii) above, provide email notification to
any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “U.S. Risk Retention Special Notices”.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms


 



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acceptable
to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the
Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)). The “U.S. Risk Retention Special Notices” tab and
the “EU Risk Retention” tab shall be available to Privileged Persons (other than any Financial Market Publisher).


 


The Certificate Administrator
and the Trustee are hereby directed to enter into the EU Risk Retention Agreements, which agreements provide the risk retention
requirements for the Retaining Party with respect to the securitization effected hereby.


 


The Certificate Administrator
shall include in the “EU Risk Retention” tab on the Certificate Administrator’s website, in respect of DBNY (solely
in its capacity as a Retaining Party), the following statements provided by the Retaining Party under the EU Risk Retention Agreement:
(x) a statement that the original principal balance of the VRR Interest of which such party is the registered holder and whether
such amount matches that amount which such party has committed to retain under the EU Risk Retention Agreement; and (y) in the
case of DBNY, quarterly confirmation of its continued compliance with the covenants pursuant to Section 3(a)(i) and 3(a)(ii) of
the EU Risk Retention Agreement. In the case of the immediately preceding clause (x) and (y), the EU Risk Retention Agreement provides
that the Retaining Party shall provide all such statements, if any, by email to EURRcompliance@wellsfargo.com with the subject
reference “EURR: BMARK 2019-B11 – EU Risk Retention Statement” and in a document suitable for posting. The Certificate
Administrator shall include in the “EU Risk Retention Non-Compliance Notice” tab on the Certificate Administrator’s
Website, in respect of DBNY (solely in its capacity as a Retaining Party), the following statements provided by the Retaining Party
under the EU Risk Retention Agreement: (i) in the case that the Certificate Administrator receives a notification that the Retaining
Party has failed to comply with the covenants pursuant to Section 3(a)(i) and 3(a)(ii) of the EU Risk Retention Agreement, a statement
of such non-compliance and all details in relation to the same contained in such notification in the form of Exhibit C-1 to the
EU Risk Retention Agreement and (ii) in the case of DBNY, in the case that the Certificate Administrator receives a notification
that DBNY or any applicable regulatory authority for DBNY has previously issued a public statement consistent with all applicable
laws that DBNY has materially failed to comply with the relevant transparency requirements under the EU Retention Rules in any
material respect, a statement to such effect in the form of Exhibit C-2 to the EU Retention Agreement. In the case of the immediately
preceding clause (i) and (ii), the EU Risk Retention Agreement provides that the Retaining Party shall provide all such statements,
if any, by email to EURRcompliance@wellsfargo.com with the subject reference “EURR: BMARK 2019-B11 – Non-Compliance
Notice” and in a document suitable for posting.


 






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The Certificate Administrator
shall include in each Distribution Date Statement a statement that there is available on the website of the Certificate Administrator
information regarding ongoing compliance by the Retaining Party with the applicable Retention Covenant and the applicable Hedging
Covenant, which shall be posted on the “EU Risk Retention” tab or the “EU Risk Retention Non-Compliance Notice”
tab, as applicable of the Certificate Administrator’s website. The “EU Risk Retention” tab and the “EU
Risk Retention Non-Compliance Notice” tab shall be available to Privileged Persons (including, for this purpose, any Borrower
Party but excluding any Financial Market Publisher).


 


Any Person (other than
the Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access
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. In the case of the
Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class
Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall
be entitled to access all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder 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 P-1B hereto, such Directing Certificateholder 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 P-1B hereto from the Directing Certificateholder 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
P-1D hereto from the Directing Certificateholder 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 Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with
respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a
notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the
Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate
Administrator that such


 



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access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification
substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, 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, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or
Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Certificateholder 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, the Certificate Administrator or the Trustee, as applicable, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) 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 and/or,
with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was
not delivered to the Certificate Administrator in accordance with Section 3.32(a).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely
on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such
Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or
personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the management
of any investment in the related Borrower Party 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 Party, and (ii) will maintain sufficient


 



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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 a 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, 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, the Risk Retention Consultation Party or Holder of the VRR Interest,
as applicable, 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 the Risk Retention Consultation Party or Holder of the VRR Interest,
as applicable, or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above. For the avoidance of doubt, for the purposes of this
paragraph, any file or report contained in the CREFC® Investor Reporting Package (“CREFC®
IRP”) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered
information that is aggregated with information of other Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), 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. Questions regarding the Certificate
Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 






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(c)          The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “Benchmark 2019-B11” 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:


 


(i)           any
notices of waivers under Section 3.08(c);


 


(ii)          any
Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)         any
notice of final payment on the Certificates;


 


(iv)         any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)          any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)        any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)        any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 






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(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)       any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5
Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or regarding
any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related
Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement;
provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was
held pursuant to Section 3.13(g);


 


(xviii)     any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07, Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(e),
Section 11.09 or Section 11.10; and


 


(xix)        any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information 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 merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access shall be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of
Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website).
If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information
Provider on the same Business Day, provided that such request


 



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is made prior to 2:00 p.m., New York City time, on such Business
Day, or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information
to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing
“Benchmark 2019-B11” in the subject line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


Except as provided in
Section 3.13(d) below, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such
information, report, notice or document to the applicable Rating Agency so long as such information, report, notice or document
(i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


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 Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice to such
Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “Benchmark 2019-B11” 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.


 






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(d)          The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable
time.


 


(e)          Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., MBS Data,
LLC, RealINSIGHT, BlackRock Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s
Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute
a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third parties upon
receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the
Certificate Administrator’s Website.


 


(f)          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, solely with respect to the Master Servicer, through the Master Servicer’s Internet
website or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of Section
3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions
on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or
by the related Mortgage 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 and the Rating Agencies, enter into (x) an Investor Certification,
(y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality
agreement if such information is being provided through the Master Servicer’s Internet website, 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 Internet website, the Master 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 3.13(f) to current or prospective Certificateholders the form of confidentiality


 



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agreement used by the Master
Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification executed
by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except
that such Certificateholder may provide such information (x) to 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 an investment advisor related thereto,
an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an
investment advisor related thereto 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 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(g)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further, that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)          The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic
format.


 


(i)           None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information,


 



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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’s 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) Mortgagor, property and other deal specific
identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in writing that it does not intend to use
such information in undertaking credit rating surveillance with 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 3.13(i).


 


(j)           The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


(k)          If
the Certificate Administrator (w) posts any Form 8-K pursuant to Section 11.07, (x) delivers any notice pursuant to Section
8.07, Section 12.01(a) or Section 13.01(d) or (z) receives at “EURR: Benchmark 2019-B11 – Post per
Section 3.13(k) of PSA” any notice pursuant to Section 3.19(a), Section 3.26(n), Section 7.01(b), Section
8.07, Section 8.08(c), the final sentence of Section 12.02, Section 12.03, the second paragraph of Section
12.05(a) or Section 12.05(d), then the Certificate Administrator shall, on the same day as it posts such information
(in the case of a Form 8-K) or within two Business Days after so delivering or receiving such information (other than in the case
of a Form 8-K), separately post such information under the “EU Risk Retention” tab of the Certificate Administrator’s
Website. Furthermore, the Certificate Administrator shall post each data template report that is delivered to it by or on behalf
of the EU Reporting Administrator at EURRCompliance@wellsfargo.com and under the subject line “EURR: Benchmark 2019-B11 –
Post per Section 3.13(k) of PSA”, within two Business Days of its receipt.


 


(l)           The
Certificate Administrator shall post on the “EU Risk Retention” tab on the Certificate Administrator’s Website
the certifications provided pursuant to Section 4 of the EU Risk Retention Agreement within two (2) Business Days of its receipt.
If the Certificate Administrator receives any confirmation or notice from a Retaining Party pursuant to Section


 



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3(a)(iv), (v) or
(vi) of the EU Risk Retention Agreement, which notice or confirmation is in a document suitable for posting and is delivered to
EURRCompliance@wellsfargo.com with the subject heading “EURR: BMARK 2019-B11 – Retaining Party Certification”,
the Certificate Administrator shall post such certification or notice on the “EU Risk Retention” tab on the Certificate
Administrator’s Website within two (2) Business Days of its receipt; provided, however, that if any such notice
is provided pursuant to Section 3(a)(v)(B) or Section 3(a)(vi) of the EU Risk Retention Agreement, the Certificate Administrator
shall post such notice to the “EU Risk Retention Non-Compliance Notice” tab of the Certificate Administrator’s
Website.


 


(m)         The
EU Transparency Designee shall have the authority at any time to prepare or cause to be prepared one or more reports setting forth
such information (including any report included in any CREFC® Investor Reporting Package or other information prepared
or furnished by a party hereto) as such Person may determine are necessary or advisable for the purpose of compliance with the
transparency and reporting provisions of the EU Securitization Rules. The Certificate Administrator shall post any such additional
report to the “EU Risk Retention” tab of the Certificate Administrator’s Website within three (3) Business Days
following a request to such effect by such EU Transparency Designee (or the EU Reporting Administrator as its designee), which
request is accompanied by the additional report in electronic format sufficient for posting to the Certificate Administrator’s
website.


 


(n)          For
so long as the EU Transparency Designee has transparency and reporting obligations or conditions imposed on the EU Transparency
Designee by the EU Retention Rules or otherwise under applicable law in connection with the securitization effected hereby (“EU
Reporting Obligations”) (and each of the Master Servicer, the Special Servicer, any applicable Sub-Servicer, and the
Certificate Administrator shall be entitled to assume the existence of the circumstances described in this lead-in clause upon
any related requests by or on behalf of the EU Transparency Designee or the EU Reporting Administrator):


 


(i)           each
of the Master Servicer and the Certificate Administrator, as applicable, will make available to the EU Reporting Administrator
and the EU Transparency Designee, the CREFC® Investor Reporting Package and, subject to Section 3.13(j),
access to such parties’ website, if any, relating to this Agreement;


 


(ii)          each
of the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, shall use reasonable efforts to
deliver or make available to the EU Reporting Administrator and the EU Transparency Designee such additional information and data
as may be reasonably requested by the EU Reporting Administrator or the EU Transparency Designee in good faith and such request
for such information and data shall include the following: (A) the specific name of (or, if not known, the type of (using customary
references)) report, data, information, analysis, communication, agreement, document, or instrument being sought and (B) reference
to each applicable loan, borrower or related party, lender, and property (each, an “Additional Data Request”),
in each case within a reasonable period following the receipt of such Additional Data Request; provided that such obligation
shall be subject to all of the following terms and conditions:


 






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(A)         the
Master Servicer, any Mortgage Loan Seller Sub-Servicer or the Special Servicer, as the case may be, shall have no obligation to
deliver or make available information or data other than Undeveloped Servicer Information/Data and the Certificate Administrator
shall have no obligation to deliver or make available information or data other than Undeveloped Certificate Administrator Information/Data;


 


(B)          prior
to such Additional Data Request, the EU Reporting Administrator and the EU Transparency Designee shall have reviewed all information
and data it received from each of the Master Servicer, the Special Servicer and the Certificate Administrator or has access to
via such party’s website (or as a Privileged Person);


 


(C)          the
Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer or the Certificate Administrator, as the case may
be, shall have no obligation to deliver or make available information or data that is contained within the information and data
so received, or previously received, by or made available to the EU Reporting Administrator and the EU Transparency Designee, or
either of them, as described in the preceding clause (B) (including any information or data included in any CREFC®
Investor Reporting Package previously delivered or made available);


 


(D)          the
EU Reporting Administrator or the EU Transparency Designee has reasonably determined it needs the requested information and data
for the purposes of compliance with EU Reporting Obligations;


 


(E)          the
Master Servicer, any Mortgage Loan Seller Sub-Servicer or the Special Servicer, as the case may be, shall have no obligation to
deliver or make available information or data other than asset-level Undeveloped Servicer Information/Data, in each case relating
to the securitization(s) effected hereby and the Serviced Mortgage Loans and the Serviced Whole Loans (including Undeveloped Servicer
Information/Data relating to the Borrowers or the Mortgaged Properties), and the Certificate Administrator shall have no obligation
to deliver or make available information or data other than bond-level Undeveloped Certificate Administrator Information/Data relating
to the securitization(s) effected hereby and the Mortgage Loans and the Whole Loans (including Undeveloped Certificate Administrator
Information/Data relating to the Borrowers or the Mortgaged Properties);


 


(F)          the
Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer or the Certificate Administrator, as the case may
be, shall have no obligation to respond to more than one Additional Data Request made to such Person by the EU Reporting Administrator
and the EU Transparency Designee, or either of them, per reporting period under the EU Retention Rules;


 


(G)          the
Person responsible for delivering or making available such Undeveloped Servicer Information/Data or Undeveloped Certificate


 



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Administrator
Information/Data shall be entitled in each case to elect in its sole discretion between delivering such Undeveloped Servicer Information/Data
or Undeveloped Certificate Administrator Information/Data, as the case may be, on the one hand, or making available such Undeveloped
Servicer Information/Data or Undeveloped Certificate Administrator Information/Data, as the case may be, on the other hand; and


 


(H)          the
EU Transparency Designee shall have previously satisfied the condition regarding indemnification set forth in Section 3.13(n)(v)
below.


 


(iii)          with
respect to each Mortgage Loan or Serviced Whole Loan as to which there is a Sub-Servicer, the Master Servicer shall use reasonable
efforts to cause such Sub-Servicer to provide to the EU Reporting Administrator and the EU Transparency Designee access to such
Sub-Servicer’s website in order for the Master Servicer to comply with its obligations under this Section 3.13(n).


 


(iv)          for
the purposes of clause (ii)(D) above, the Master Servicer, the Special Servicer and the Certificate Administrator (and each Mortgage
Loan Seller Sub-Servicer) shall be entitled to conclusively assume, and rely upon the determination (without any independent investigation,
diligence or otherwise), that each Additional Data Request is necessary for compliance with the EU Reporting Obligations;


 


(v)          it
shall be a condition to the obligations of each of the Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer
and the Certificate Administrator otherwise set forth above that the EU Transparency Designee shall have caused GACC to execute
and deliver to the Master Servicer, any relevant Mortgage Loan Seller Sub-Servicer, the Special Servicer and the Certificate Administrator
an undertaking to (A) indemnify and hold harmless the Master Servicer, the Special Servicer, the Certificate Administrator (and
any Mortgage Loan Seller Sub-Servicer) and their respective officers, directors, shareholders, members, managers, employees, agents,
affiliates and controlling persons (each, an “EU Reporting Indemnified Party”), from and against any and all
losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees, expenses, disbursements and costs of enforcement), as incurred, which any such EU Reporting Indemnified Party incurs
or to which any such EU Reporting Indemnified Party may become subject pursuant to an action or claim, insofar as the same arise
out of or are based, in whole or in part, upon the EU Reporting Obligations (or any Serviced Companion Loan EU Reporting Obligations
in respect of which the final paragraph of Section 3.13(o) is or has been operative), and (B) reimburse each EU Reporting
Indemnified Party for any and all expenses (including, without limitation, the fees, expenses, costs and disbursements of counsel)
as reasonably incurred in investigating, preparing for or defending against any such action or claim, to the extent that any such
expenses are not paid under clause (A) above (in the case of both clauses (A) and (B) above, collectively, “EU Reporting
Liabilities”); provided that no holding harmless or indemnification shall be required to the extent that the relevant
EU Reporting Liability arises out of such EU Reporting Indemnified Party’s willful misconduct, fraud or gross negligence
in the performance of its obligations under this Section 3.13(n) or its grossly


 



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negligent disregard of its obligations under
this Section 3.13(n); and provided, further, that the EU Transparency Designee will be deemed to have satisfied
the condition set forth in this clause (v) with respect to the Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special
Servicer or the Certificate Administrator, as the case may be, if the EU Transparency Designee causes the execution and delivery,
to or for the benefit of the Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer or the Certificate Administrator,
as the case may be, an indemnification agreement the form and substance of which and the obligor under which are acceptable to
such Person in its sole discretion as evidenced by such Person’s execution thereof or consent thereto as a beneficiary. No
such losses, claims or liabilities shall be paid or reimbursed from the Collection Account or otherwise from the Trust Fund; and


 


(vi)          the
EU Transparency Designee shall notify the Master Servicer, each relevant Mortgage Loan Seller Sub-Servicer, the Special Servicer
and the Certificate Administrator in writing of any termination or resignation of the EU Reporting Administrator and the appointment
of any replacement or successor EU Reporting Administrator and, at any time after the effective date of a termination or resignation
of the EU Reporting Administrator and before the effective date of the appointment of a replacement or successor EU Reporting Administrator,
references to the EU Reporting Administrator in this Section 3.13(n) shall be deemed to refer to the EU Transparency Designee;
provided, however, that the Master Servicer shall furnish the then-current notice addresses for the relevant Mortgage
Loan Seller Sub-Servicer (as set forth in the related Sub-Servicing Agreements or as later received by the Master Servicer) within
three (3) Business Days following request therefor by the EU Transparency Designee and the EU Transparency Designee shall be entitled
to rely on such notice addresses so furnished to it for the purpose of such notice by the EU Transparency Designee to each relevant
Mortgage Loan Seller Sub-Servicer under this clause (vi).


 


Notwithstanding anything
to the contrary in this Agreement, none of the Master Servicer, the Special Servicer or the Certificate Administrator (nor any
Sub-Servicer) shall have any reporting or other similar obligations in connection with the EU Transparency Designee’s compliance
with the EU Reporting Obligations except for the obligations expressly set forth above in this Section 3.13(n).


 


(o)          With
respect to each Serviced Companion Loan that at any time is included in a securitization involving Serviced Companion Loan Securities,
for so long as any Person (such a Person, a “Serviced Companion Loan EU Transparency Designee”) is an “originator,
sponsor [or] SSPE” (as such terms are defined in the EU Retention Rules) and has transparency and reporting obligations or
conditions imposed by the EU Retention Rules or otherwise under applicable law in connection with such securitization (“Serviced
Companion Loan EU Reporting Obligations”) (and each of the Master Servicer, the Special Servicer, any applicable Sub-Servicer,
and the Certificate Administrator shall be entitled to assume the existence of the circumstances described in this lead-in clause
upon any related requests by or on behalf of the Serviced Companion Loan EU Transparency Designee or the Serviced Companion Loan
EU Reporting Administrator):


 






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(i)           each
of the Master Servicer and the Certificate Administrator, as applicable, will make available to the vendor, if any, designated
by the Serviced Companion Loan EU Transparency Designee (such vendor, the “Serviced Companion Loan EU Reporting Administrator”)
and the Serviced Companion Loan EU Transparency Designee, the CREFC® Investor Reporting Package and, subject to
Section 3.13(j), access to such parties’ website, if any, relating to this Agreement;


 


(ii)          each
of the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, shall use reasonable efforts to
deliver or make available to the Serviced Companion Loan EU Reporting Administrator and the Serviced Companion Loan EU Transparency
Designee such additional information and data as may be reasonably requested by the Serviced Companion Loan EU Reporting Administrator
or the Serviced Companion Loan EU Transparency Designee in good faith and such request for such information and data shall include
the following: (A) the specific name of (or, if not known, the type of (using customary references)) report, data, information,
analysis, communication, agreement, document, or instrument being sought and (B) reference to each applicable loan, borrower or
related party, lender, and property (each, a “Serviced Companion Loan Additional Data Request”), in each case
within a reasonable period following the receipt of such Serviced Companion Loan Additional Data Request; provided that such obligation
shall be subject to all of the following terms and conditions:


 


(A)         the
Master Servicer, any Mortgage Loan Seller Sub-Servicer or the Special Servicer, as the case may be, shall have no obligation to
deliver or make available information or data other than Undeveloped Servicer Information/Data and the Certificate Administrator
shall have no obligation to deliver or make available information or data other than Undeveloped Certificate Administrator Information/Data;


 


(B)          prior
to such Serviced Companion Loan Additional Data Request, the Serviced Companion Loan EU Reporting Administrator and the Serviced
Companion Loan EU Transparency Designee shall have reviewed all information and data it received from each of the Master Servicer,
the Special Servicer and the Certificate Administrator or has access to via such party’s website (or as a Privileged Person);


 


(C)          the
Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer or the Certificate Administrator, as the case may
be, shall have no obligation to deliver or make available information or data that is contained within the information and data
so received, or previously received, by or made available to the Serviced Companion Loan EU Reporting Administrator and the Serviced
Companion Loan EU Transparency Designee, or either of them, as described in the preceding clause (B) (including any information
or data included in any CREFC® Investor Reporting Package previously delivered or made available);


 


(D)          the
Serviced Companion Loan EU Reporting Administrator or the Serviced Companion Loan EU Transparency Designee has reasonably determined


 



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it needs the requested information and data for the purposes of compliance with Serviced Companion Loan EU Reporting Obligations;


 


(E)          the
Master Servicer, any Mortgage Loan Seller Sub-Servicer or the Special Servicer, as the case may be, shall have no obligation to
deliver or make available information or data other than asset-level Undeveloped Servicer Information/Data, in each case relating
to the securitization(s) effected hereby and the Serviced Mortgage Loans and the Serviced Whole Loans (including Undeveloped Servicer
Information/Data relating to the Borrowers or the Mortgaged Properties), and the Certificate Administrator shall have no obligation
to deliver or make available information or data other than bond-level Undeveloped Certificate Administrator Information/Data relating
to the securitization(s) effected hereby and the Mortgage Loans and the Whole Loans (including Undeveloped Certificate Administrator
Information/Data relating to the Borrowers or the Mortgaged Properties);


 


(F)          the
Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer or the Certificate Administrator, as the case may
be, shall have no obligation to respond to more than one Serviced Companion Loan Additional Data Request made to such Person by
the Serviced Companion Loan EU Reporting Administrator and the Serviced Companion Loan EU Transparency Designee, or either of them,
per reporting period under the EU Retention Rules;


 


(G)          the
Person responsible for delivering or making available such Undeveloped Servicer Information/Data or Undeveloped Certificate Administrator
Information/Data shall be entitled in each case to elect in its sole discretion between delivering such Undeveloped Servicer Information/Data
or Undeveloped Certificate Administrator Information/Data, as the case may be, on the one hand, or making available such Undeveloped
Servicer Information/Data or Undeveloped Certificate Administrator Information/Data, as the case may be, on the other hand; and


 


(H)         the
Serviced Companion Loan EU Transparency Designee shall have previously satisfied the condition regarding indemnification set forth
in Section 3.13(o)(v) below.


 


(iii)          with
respect to each Mortgage Loan or Serviced Whole Loan as to which there is a Sub-Servicer, the Master Servicer shall use reasonable
efforts to cause such Sub-Servicer to provide to the Serviced Companion Loan EU Reporting Administrator and the Serviced Companion
Loan EU Transparency Designee access to such Sub-Servicer’s website in order for the Master Servicer to comply with its obligations
under this Section 3.13(o).


 


(iv)          for
the purposes of clause (ii)(D) above, the Master Servicer, the Special Servicer and the Certificate Administrator (and each Mortgage
Loan Seller Sub-Servicer) shall be entitled to conclusively assume, and rely upon the determination (without any independent investigation,
diligence or otherwise), that each Serviced Companion Loan


 



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Additional Data Request is necessary for compliance with the Serviced
Companion Loan EU Reporting Obligations;


 


(v)          it
shall be a condition to the obligations of each of the Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer
and the Certificate Administrator otherwise set forth above that the Serviced Companion Loan EU Transparency Designee shall have
caused to be executed and delivered to the Master Servicer, any relevant Mortgage Loan Seller Sub-Servicer, the Special Servicer
and the Certificate Administrator an undertaking (by an entity reasonably acceptable to the Master Servicer, the Special Servicer,
the Certificate Administrator and any relevant Mortgage Loan Seller Sub-Servicer) to (A) indemnify and hold harmless the Master
Servicer, the Special Servicer, the Certificate Administrator (and any relevant Mortgage Loan Seller Sub-Servicer) and their respective
officers, directors, shareholders, members, managers, employees, agents, affiliates and controlling persons (each, a “Serviced
Companion Loan EU Reporting Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees, expenses, disbursements and costs
of enforcement), as incurred, which any such Serviced Companion Loan EU Reporting Indemnified Party incurs or to which any such
Serviced Companion Loan EU Reporting Indemnified Party may become subject pursuant to an action or claim, insofar as the same arise
out of or are based, in whole or in part, upon the Serviced Companion Loan EU Reporting Obligations and (B) reimburse each Serviced
Companion Loan EU Reporting Indemnified Party for any and all expenses (including, without limitation, the fees, expenses, costs
and disbursements of counsel) as reasonably incurred in investigating, preparing for or defending against any such action or claim,
to the extent that any such expenses are not paid under clause (A) above (in the case of both clauses (A) and (B) above, collectively,
“Serviced Companion Loan EU Reporting Liabilities”); provided that no holding harmless or indemnification
shall be required to the extent that the relevant Serviced Companion Loan EU Reporting Liability arises out of such Serviced Companion
Loan EU Reporting Indemnified Party’s willful misconduct, fraud or gross negligence in the performance of its obligations
under this Section 3.13(o) or its grossly negligent disregard of its obligations under this Section 3.13(o); and
provided, further, that such Serviced Companion Loan EU Transparency Designee will be deemed to have satisfied the
condition set forth in this clause (v) with respect to the Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special
Servicer or the Certificate Administrator, as the case may be, if such Serviced Companion Loan EU Transparency Designee causes
the execution and delivery, to or for the benefit of the Master Servicer, any Mortgage Loan Seller Sub-Servicer, the Special Servicer
or the Certificate Administrator, as the case may be, an indemnification agreement the form and substance of which and the obligor
under which are acceptable to such Person in its sole discretion as evidenced by such Person’s execution thereof or consent
thereto as a beneficiary. No such losses, claims or liabilities shall be paid or reimbursed from the Collection Account or otherwise
from the Trust Fund; and


 


(vi)          the
Serviced Companion Loan EU Transparency Designee shall notify the Master Servicer, each relevant Mortgage Loan Seller Sub-Servicer,
the Special Servicer and the Certificate Administrator in writing of any termination or resignation of the


 



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Serviced Companion Loan
EU Reporting Administrator and the appointment of any replacement or successor Serviced Companion Loan EU Reporting Administrator
and, at any time after the effective date of a termination or resignation of the Serviced Companion Loan EU Reporting Administrator
and before the effective date of the appointment of a replacement or successor Serviced Companion Loan EU Reporting Administrator,
references to the Serviced Companion Loan EU Reporting Administrator in this Section 3.13(o) shall be deemed to refer to
the Serviced Companion Loan EU Transparency Designee; provided, however, that the Master Servicer shall furnish the
then-current notice addresses for the relevant Mortgage Loan Seller Sub-Servicer (as set forth in the related Sub-Servicing Agreements
or as later received by the Master Servicer) within three (3) Business Days following request therefor by the Serviced Companion
Loan EU Transparency Designee and the Serviced Companion Loan EU Transparency Designee shall be entitled to rely on such notice
addresses so furnished to it for the purpose of such notice by the Serviced Companion Loan EU Transparency Designee to each relevant
Mortgage Loan Seller Sub-Servicer under this clause (vi).


 


Notwithstanding anything
to the contrary in this Agreement, none of the Master Servicer, the Special Servicer or the Certificate Administrator (nor any
Sub-Servicer) shall have any reporting or other similar obligations in connection with the Serviced Companion Loan EU Transparency
Designee’s compliance with the Serviced Companion Loan EU Reporting Obligations except for the obligations expressly set
forth above in this Section 3.13(o).


 


Further notwithstanding
the foregoing, if a Serviced Companion Loan EU Transparency Designee or an Affiliate thereof is also the EU Transparency Designee
under this Agreement, then (1) such Serviced Companion Loan EU Transparency Designee shall cause any requests for information or
data by such Serviced Companion Loan EU Transparency Designee or its Serviced Companion Loan EU Reporting Administrator to be made
on its or their behalf by and in the name of the EU Transparency Designee and the EU Reporting Administrator under and subject
to the terms and conditions of Section 3.13(n), (2) the Master Servicer, the Special Servicer and the Certificate Administrator
(and any Sub-Servicer) shall have no obligation to respond to requests for information or data from such Serviced Companion Loan
EU Transparency Designee or such Serviced Companion Loan EU Reporting Administrator under this Section 3.13(o) and (3) this
Section 3.13(o) shall otherwise have no application to with respect to such Serviced Companion Loan EU Transparency Designee
or such Serviced Companion Loan EU Reporting Administrator.


 


Section 3.14 Title
to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single member
limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property, the deed or
certificate of sale shall be issued 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 on behalf of the
Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan.
REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The
Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO
Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such REO
Property, within the


 



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meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the
close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC
Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master Servicer an
Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the
holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which
acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied the REO
Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property
within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


 


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt
of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the
location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)          The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced Companion Loan, on the
Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts are received and
properly identified and determined to be available, the Special Servicer shall withdraw from the REO Account and remit to the Master
Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate
of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals
made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account;
provided, however, that the


 



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Special Servicer may retain in such REO Account, in accordance with the Servicing Standard,
such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to the day the Special
Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a
written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date.
The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the day the Master Servicer receives
the written accounting as provided in the previous sentence.


 


(d)          The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15 Management
of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, consent, protect,
operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
Certificateholders and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests) solely
for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust
or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall
have full power and authority to do any and all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the
Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans, as applicable) (as determined by the Special Servicer in its reasonable judgment in
accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a
Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the
Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn
“net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that
earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a
net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In
connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later
than two (2) Business Days following receipt of such properly identified and available funds) in the applicable REO Account
all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper
operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)           all
insurance premiums due and payable in respect of such REO Property;


 






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(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any
ground rents in respect of such REO Property, if applicable; and


 


(iv)         all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)          Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.


 






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(c)          The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement reached at
arm’s length;


 


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection
(a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 


(iv)         none
of the provisions of this Section 3.15(c) 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 hereunder with respect to the operation
and management of any such REO Property; and


 


(v)          the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


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.


 


(d)          When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16 Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially
Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty
(30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with
respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from
time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant
factors, in each instance in accordance with a review of such


 



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circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly
notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value
determination.


 


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain
limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is
not sold together with the related Non-Serviced Companion Loan by the applicable Non-Serviced Special Servicer for the related
Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell (with the consent of the Directing Certificateholder if
no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) 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 and the Special Servicer shall be entitled to a Liquidation Fee to the same extent that the Special Servicer
would be entitled to such Liquidation Fee had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The Special Servicer
is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other than in respect
of any Excluded Loan) the Directing Certificateholder not less than ten (10) Business Days’ (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days’) prior written notice of its intention to sell any Defaulted
Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan


 



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for the Purchase Price (provided that it gives at least ten (10) Business Days’ (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days’) prior written notice of its intention to purchase such
Defaulted Loan to the Directing Certificateholder and there is no higher offer within such time) or may accept the first cash offer
received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A)
In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)
above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause
(B) below, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a
fair price for such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash
offer from a Person other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall
take into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained
pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person (provided
that the Trustee may not be an offeror), the Trustee shall determine whether the cash offer constitutes a fair price; provided
that no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) if the
offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding nine-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the
Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect


 



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payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event
shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
(taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)). In addition, the
Special Servicer may accept a lower offer from any Person other than the Special Servicer or its Affiliate if it determines, in
accordance with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender (taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (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); provided that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to
the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


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


 


(b)          (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase


 



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of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Risk Retention Consultation
Party, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence
of a Consultation Termination Event, the Directing Certificateholder, not less than five (5) days’ prior written notice of
the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property,
in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the
Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale
a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage
agreement entered into at arm’s length.


 


(B)          In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror
is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price
and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase Price,
no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two
other offers are received from independent third parties. 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 REO Property pursuant hereto.


 


(C)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (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


 



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favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


 


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the


 



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related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. With respect to the Serviced AB Whole Loan, to the extent not prohibited by the
related Intercreditor Agreement, the Special Servicer shall sell the Serviced AB Subordinate Companion Loan along with the related
Mortgage Loan and any related Pari Passu Companion Loans if it determines that a sale of the Serviced AB Whole Loan would maximize
recoveries on the Serviced AB Whole Loan in accordance with the Servicing Standard and the Special Servicer shall be entitled to
a Liquidation Fee for the entire AB Whole Loan. In addition, prior to the occurrence and continuance of a Control Appraisal Period
with respect to any Serviced AB Whole Loan, the Special Servicer shall only sell such Serviced AB Whole Loan for less than the
Purchase Price with the consent of the holder of the related Serviced AB Subordinate Companion Loan. To the extent a determination
is required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination
shall be made by the Special Servicer unless the offeror is an Interested Person and by the Trustee if the offeror is an Interested
Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan together with
the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder
of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced
Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the Other
Servicer under the applicable Other Securitization, who shall deliver to the related directing certificateholder for the holder
of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision
to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least 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 holder of the related Serviced Pari Passu Companion
Loan 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 no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu
Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Serviced Whole Loan; provided,
however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding
the foregoing, with respect to each Serviced Pari Passu Whole Loan, the holder of the related Companion Loan may waive any of the
delivery or timing requirements set forth in this paragraph with respect to the related Serviced Whole Loan. If the Trustee is
required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and
at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing 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 if such cash offer constitutes
a fair


 



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price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph
shall be covered by, and shall be reimbursable, from the Interested Person; provided that Trustee will not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)          (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)          In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17 Additional
Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to
the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer Remittance
Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest
Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion
Distribution Account on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)          The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full


 



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amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer, the Special 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 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer, the Special Servicer or
the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or
a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the
same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other collections). In connection with a potential
election by the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution
Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal collections on
the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at
any time the Master Servicer, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain
from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month
collection period will exceed the full amount of the principal portion of general collections deposited in the Collection Account
for such Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall use its reasonable
efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and
thereafter shall deliver such notice to the 17g-5 Information Provider as soon as practical thereafter. Notwithstanding the foregoing,
failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c).
Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


 


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 or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable


 



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Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances
has been compromised, then the Master 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
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders 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) and accrued interest thereon. 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 or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan),
or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          Within
three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as


 



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applicable, shall provide to the Certificate Administrator a copy of such modification or amendment
of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section
11.07.


 


Section 3.18 Modifications,
Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a),
Section 3.18(c), Section 3.18(f), Section 3.18(g), Section 3.18(j) and Section 6.08, but subject to any other conditions set
forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole
Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to
advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment, in each
case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend
the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to
the occurrence of a Control Termination Event and (ii) other than with respect to any Excluded Loan, the consent (or deemed
consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required
under the related Intercreditor Agreement) having been obtained by the Special Servicer to the extent required by, and
pursuant to the process described under, Section 6.08(a), (y) (i) after the occurrence and during the continuance of a
Control Termination Event and (ii) other than with respect to any Excluded Loan, but prior to the occurrence and continuance
of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the
extent required pursuant to Section 6.08(a) or (z) and the Special Servicer having consulted with the Risk Retention
Consultation Party on a non-binding basis (to the extent the Risk Retention Consultation Party has consultation rights
pursuant to Section 6.08 of this Agreement); and provided, further, that no extension entered into pursuant to this Section
3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution
Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee
interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the
remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would
extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after
the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related
Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such
extension, the Special Servicer shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer, the
Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to
the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be
paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a
“significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence and continuance of a
Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the Directing
Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and


 



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continuance of a related AB
Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the related
Intercreditor Agreement) (or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to
the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan,
consult with the Directing Certificateholder pursuant to the process described in Section 6.08(a). Notwithstanding the
foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent
to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing
Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in
order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be
inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not
reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25) and (ii) such substitution would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise
cause an Adverse REMIC Event to occur (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an
Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents,
and if so prohibited, at the expense of the Trust) with respect thereto).


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged


 



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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, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
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 any successor provision, unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor
if allowed by the terms of the related Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such
amount is not paid, the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that
is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special
Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the
next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision. The Master
Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested by
the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any
Major Decision unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such Major
Decision with respect to a Mortgage Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably
agreed to by the Master Servicer and the Special Servicer, including the Special Servicer’s consent (which will be deemed
given in accordance with Section 6.08).


 


(b)          If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination derives
from the Special Servicer’s consideration of a Major Decision that is subject to its processing and/or consent rights pursuant
to Section 3.18) with respect to which a payment default or other material default has occurred or a payment default or
other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders
of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to
a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)
and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded Loan, prior to the occurrence and continuance
of a Control Termination Event, the approval of the Directing


 



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Certificateholder (or after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder)
as provided in Section 6.08; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of the related AB Control Appraisal Period, the approval of the related AB Whole Loan Controlling Holder will be required
to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation
rights regarding the matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Companion Noteholder
or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine
lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable;
provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall
have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification” of
the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur.
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 the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the
Operating Advisor.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan
is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years
or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and,
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate (including
any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral
of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)          Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 






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To the extent consistent
with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08), the
Master Servicer (as provided in Section 3.08(a), 3.08(b) and Section 3.18(j) if such matter constitutes a
Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section
3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with the Servicing Standard,
agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to
which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause
an Adverse REMIC Event to occur. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon
(and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related
Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor
or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master
Servicer or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such
other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master
Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement
that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that
would be due on the next Due Date with respect to any Mortgage Loan, Serviced Companion Loan that is not a Specially Serviced Loan.


 


(d)          Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(e)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


With respect to any modification,
waiver or amendment for which it is responsible for processing pursuant to Section 3.18(a) (including, for the avoidance
of doubt, any property management changes), the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing
Certificateholder (other than (i) following the occurrence of a Consultation Termination Event and (ii) with respect to any


 



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Excluded
Loan), the Risk Retention Consultation Party (other than with respect to any Excluded Loan), the applicable Companion Holder (unless,
with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable),
the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or
the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each
case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended
and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed)
for which it is responsible for processing pursuant to Section 3.18(a) (including, for the avoidance of doubt, any property
management changes), the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee,
the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence of a Consultation
Termination Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder, unless
the Directing Certificateholder notifies the Special Servicer that it does not want to receive such notices), the applicable Companion
Holder (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred,
if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering
notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer)
for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the
aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy
thereof to each Holder of a Certificate (other than the Class R or Class S Certificates) upon request. With respect to the processing
of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(j)) 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 Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such additional debt or
mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK,
to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall set forth, to the extent the Special
Servicer or Master Servicer, as applicable, 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


 



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Master Servicer, 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 KK shall no longer be required hereunder. From time to time, the Master Servicer, Special Servicer and Certificate
Administrator may agree on a different delivery time and format for the information set forth in this paragraph.


 


(f)          Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall
process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification
Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding
the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance
of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan
unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement
collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies
the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related
Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect
that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related
Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such
substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(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 pursuant to Section 3.25); provided, further,
however, that no such confirmation


 



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from any Rating Agency shall be required to the extent that the Master Servicer has delivered
a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage
Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage
Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event
that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding
sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage
Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(g)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Major Decision) reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master
Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents
and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and
would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(f) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (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
pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to all of the Mortgage Loans, originated or acquired by JPMCB, GACC or CREFI that are subject to defeasance, JPMCB,
GACC or CREFI, as applicable, has transferred to a third party or has retained on behalf of itself or an Affiliate the right to
establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any
such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan for which JPMCB, GACC or CREFI, as applicable, is the related
Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage
Loan documents, the


 



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Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such
defeasance request to JPMCB, GACC or CREFI, as applicable, in the case of any such Mortgage Loan for which JPMCB, GACC or CREFI,
as applicable, is the related Mortgage Loan Seller. Until such time as JPMCB, GACC or CREFI, as applicable, provides the Master
Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and
Obligations as to which (i) JPMCB is the related Mortgage Loan Seller shall be delivered to JPMorgan Chase Bank, National Association,
383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com, with a
copy to JPMorgan Chase Bank, National Association, 4 New York Plaza, Floor 21, New York, NY 10004-2413, Attention: SPG Legal, email:
US_CMBS_Notice@jpmorgan.com (ii) GACC is the related Mortgage Loan Seller shall be delivered to 60 Wall Street, New York, New York
10005, Attention: Lainie Kaye with copies via email to cmbs.requests@db.com, and (iii) CREFI is the related Mortgage Loan Seller
shall be delivered to Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard
Simpson, Facsimile: (646) 328-2943, with a copy to Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor, New York, New
York 10013, Attention: Ryan O’Connor, with a copy to 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention:
Ana Rosu, Facsimile: (646) 328-2938, and with copies by electronic mail to Richard.simpson@citi.com, ryan.m.oconnor@citi.com and
ana.rosu@citi.com. With respect to any Mortgage Loan originated or acquired by JPMCB, GACC or CREFI that is subject to defeasance,
if the successor borrower is not designated or formed by JPMCB, GACC or CREFI or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


If required under the
related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall
establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible 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 Mortgage Loan or Companion Loan
documents. 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 ninety (90) days, 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, 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
and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with
clause (a)(i) of the definition of “Aggregate Available Funds” and not as a prepayment of the related Mortgage
Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts
to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


(h)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating


 



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agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (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 pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(i)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Master Servicer (if
a Master Servicer Decision) or the Special Servicer (if a Major Decision) shall not approve any such modification, waiver or amendment
or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Master Servicer or the Special
Servicer, as applicable, that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


 


(j)          Notwithstanding
any other provisions of this Section 3.18(a) or Section 3.08(a), but subject to any related Intercreditor Agreement,
the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the
definition of Master Servicer Decision), Rating Agency Confirmation (except with respect to clause (vi) as described in Section
3.18(f)) or the Special Servicer’s approval or consent (provided that the Master Servicer delivers notice thereof
to the Special Servicer after completion (and the Special Servicer shall promptly, prior to the occurrence of a Consultation Termination
Event and other than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except to the
extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such
party does not desire to receive copies of such items) take any of the following actions with respect to Non-Specially Serviced
Loans (each such action, a “Master Servicer Decision”):


 


(i)          grant
routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving leasing
activities that do not involve a ground lease for any leasing activities that affect an area lesser than 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), including approval of new leases and amendments to current leases;


 


(ii)          approving
any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial statements
are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(iii)         approving
annual operating budgets, other than as set forth in clause (xviii) of the definition of Major Decisions;


 






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(iv)         subject
to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Mortgage Loan or Serviced Whole
Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


 


(v)          approve
or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification
of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance
if the Mortgage Loan or Serviced Whole loan documents do not otherwise permit such principal prepayment;


 


(vi)         granting
waivers of minor covenant defaults (other than financial covenants);


 


(vii)        to
the extent not a Major Decision pursuant to clause (x) of the definition of Major Decision, any requests for the funding or disbursement
of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”,
“holdback” or similar escrows or reserves, where such request is for the funding or disbursement of ordinary course
impounds, repair and replacement reserves, lender approved budget and operating expenses, free rent or rent credit reserves pursuant
to an approved lease, tenant improvements pursuant to an approved lease and leasing commissions pursuant to an approved lease,
each in accordance with the Mortgage Loan documents other than a funding or disbursement listed in the proviso below (all such
fundings and disbursements being collectively referred to as “Routine Disbursements”) or any other funding or
disbursement as mutually agreed upon by the master servicer and special servicer; provided, however, that in the
case of any Mortgage Loan whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related
origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans will be identified on Schedule
3 hereto), no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit will be deemed to constitute
a Routine Disbursement, and will instead constitute Major Decisions, except for the routine funding of tax payments and insurance
premiums when due and payable (provided that the Mortgage Loan is not a Specially Serviced Loan);


 


(viii)       any
property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a Stated Principal Balance
less than $25,000,000 and (y) for which the debt service coverage ratio or debt yield for such Mortgage Loan (or Whole Loan, if
applicable) is greater than the greater of (X) the debt service coverage ratio or debt yield for such Mortgage Loan as of the origination
date of such Mortgage Loan or (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio or debt yield for such Mortgage
Loan as of the most recent quarterly reporting period and (B) where the property management company will not be an affiliate of
the related borrower following such change or (2) or franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is not required to consent or approve under the Mortgage
Loan documents);


 






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(ix)         approve
or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking, public improvements
or another purpose) or subordination of the lien of the Mortgage Loan to easements except with respect to grants of easements or
rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with
respect to the related Mortgage Loan or any related Companion Loan;


 


(x)          any
non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not provided for
in clauses (i) through (ix) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the terms
of the related Mortgage Loan or Serviced Whole Loan and any modification, consent to a modification or waiver of any material term
of an applicable Mortgage Loan document to the extent the Directing Certificateholder or any affiliate owns a controlling interest
(whether legally, beneficially or otherwise) in the related mezzanine loan, if applicable;


 


(xi)          consents
to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value
of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as
and when due, provided such releases are required by the related Mortgage Loan documents;


 


(xii)        consent
to actions and releases related to condemnation of parcels of a Mortgaged Property, except with respect to any condemnation with
respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value
of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage
Loan or Companion Loan when due);


 


(xiii)        grant
an extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged
Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond
120 days after the related Maturity Date and (B) the related borrower has delivered the necessary documentation which provides
that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on
which the related Balloon Balance will become due;


 


(xiv)        any
assumption of the Mortgage Loan or transfer of the Mortgaged Property or an interest in the Mortgage Borrower, in each case, that
the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan documents
where no mortgagee discretion is necessary in order to determine if such conditions are satisfied; and


 


(xv)        grant
or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision;


 






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provided that
(w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute a
“significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by
an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent
requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing
Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor
Agreement; provided, further, that, in the case of any Master Servicer Decision that requires the consent of the
Directing Certificateholder, such consent shall be deemed given if a response to the request for consent is not provided within
10 Business Days after receipt of the Master Servicer’s written recommendation and analysis and all information reasonably
requested by the Directing Certificateholder, and reasonably available to the Master Servicer in order to grant or withhold such
consent. The foregoing is intended to be an itemization of actions the Master Servicer may take without having to obtain the approval
of the Special Servicer (other than as described in each item) and is not intended to limit the responsibilities of the Master
Servicer hereunder.


 


Section 3.19 Transfer
of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan),
Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master
Servicer or the Special Servicer, as applicable (with a copy to EURRCompliance@wellsfargo.com under the subject line
“EURR: Benchmark 2019-B11 – Post per Section 3.13(k) of PSA”), the Operating Advisor, the Risk Retention
Consultation Party, and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File
and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all
Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the
Special Servicer with all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either
in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense, and
reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of
the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of
such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as
Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until
the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior
to the occurrence of a Consultation Termination Event or (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special
Servicer, or by the


 



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Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of
a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a
copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer,
and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related
Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately
give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect
to a Serviced AB Whole Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage
File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon
giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation
to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)          No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan, if applicable, and the related Mortgaged Property to the Directing Certificateholder. Subsequent to the issuance of a Final
Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in
the strategy reflected in the initial Asset Status Report (or subsequent Asset Status Reports) are necessary to reflect the then-current
circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated
in accordance with


 



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the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with
respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). The Special Servicer
shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (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 Risk Retention Consultation Party (but not with respect to any applicable Excluded Loan), (iv) the AB Whole Loan
Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent the Serviced AB Subordinate Companion Loan is
not subject to an AB Control Appraisal Period, (v) the Operating Advisor, (vi) the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)), and (vii) with respect
to any 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. 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)           summary
of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (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 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;


 


(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;


 






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(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 Asset
Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving an Asset
Status Report, the Directing Certificateholder 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 Certificateholder (communicated
to the Special Servicer within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates,
five (5) Business Days)) is not in the best interest of all the Certificateholders, 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 Mortgage Loan documents. If, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the
Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (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
Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only
prior to the occurrence of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related
AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination
Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)). With respect to any 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 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within


 



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ten (10) Business Days (or, if the Directing Certificateholder 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; provided that,
if the Directing Certificateholder 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 Certificateholder’s direction,
if such direction is consistent with the Servicing Standard; provided, however, that if the Directing Certificateholder’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 Section 6.08.


 


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 3.19(d). 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 (in person or remotely via electronic, telephonic
or other mutually agreeable communication), on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan
which includes a Major Decision that it is processing or for which its consent is required and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder or the Risk Retention Consultation Party hereunder or under a related Intercreditor Agreement
or failure of the Directing Certificateholder 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.


 


If a Control Termination
Event 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 is continuing
and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor shall provide
comments to the Special Servicer in respect of any such Asset Status Report 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


 



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action to the extent it determines such alternatives to be in the
best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates),
as a collective whole. The Special Servicer shall consider such alternative courses of action, if any, and any other feedback provided
by the Operating Advisor while a Control Termination Event has occurred and is continuing (and if no Consultation Termination Event
has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection
with the Special Servicer’s preparation of any such Asset Status Report. The Special Servicer may revise the Asset Status
Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the subordinate or pari passu nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing Certificateholder
(except with respect to any Excluded Loan or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related
Serviced AB Whole Loan), and the Operating Advisor, shall consult with the Special Servicer (in person or remotely via electronic,
telephonic or other mutually agreeable communication) on a non-binding basis and may propose alternative courses of action and
provide such other feedback as the Directing Certificateholder or the Operating Advisor, as applicable, determines 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 Certificateholder (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 Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special
Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant
to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over
any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth
in the related Intercreditor Agreement.


 






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(e)          (i)
Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, 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 Mortgagor. 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 clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, 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.


 


(f)     
     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 Certificateholder 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 a
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by
the related AB Whole Loan Controlling Holder), to the Directing Certificateholder). 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 Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt of
such draft summary, the Directing Certificateholder 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 3.13(b). If
the Directing Certificateholder 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
Certificateholder until the Directing Certificateholder approves such draft summary; provided, however, that if
the Directing Certificateholder 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 Certificateholder is not
in the best interest 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 3.13(b) notwithstanding such disapproval. The
Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the
related holder of an


 



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AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status
Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance with the
related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and
deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to
the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section
3.13(b).


 


(g)          No
provision of this Section 3.19 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.


 


(h)          Unless
a Control Termination Event has occurred and is continuing, the Special Servicer shall deliver each Final Asset Status Report to
the Operating Advisor promptly following the approval or deemed approval of the Directing Certificateholder. The Special Servicer
shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status
Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Certificateholder
or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent
or consultation time period or (ii) such other method as reasonably agreed to by the Special Servicer and the Operating Advisor.


 


Section 3.20 Sub-Servicing
Agreements. (a) The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or
Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including, without
limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or,
alternatively, may act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section
3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion
Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary
under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of
such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the
Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any successor
master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall
have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage
Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only
be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional
manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied


 



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out of assets of the Trust; (vi) does not permit the Sub-Servicer to
modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major
Decision and certain other decisions without the consent of the Master Servicer or Special Servicer, as applicable (subject
to the rights of the Directing Certificateholder pursuant to Section 6.08); (viii) 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; and
(ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if, among other things, the
Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and
servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or
obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting
items required for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act
reporting items required under any other pooling and servicing agreement that the Depositor is a party to.


 


Any successor master
servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable
(subject to Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but
need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder
at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement
may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the
Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement
with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had
occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such
incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The Master Servicer or Special Servicer, as applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements,
and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery
of such documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations
of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds
and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same
funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest
in accordance with Section 3.03(d), such interest to be allocable between the


 



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Master Servicer and such Sub-Servicer as may
be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special
Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor
(and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer,
except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          As
part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or the Special Servicer,
as applicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer other than an Initial
Sub-Servicer only, at any time it considers removal to be in accordance with the best interests of the Trust and/or the Certificateholders
and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)          In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer and the Special Servicer
shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder
and the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from
its own funds. In no event shall the Trust bear any termination


 



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fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would
increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement,
without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents,
without the consent of the Master Servicer or Special Servicer, as applicable.


 


Section 3.21 Interest
Reserve Account. (a) On the Master Servicer Remittance Date occurring in each February and in any January that occurs in
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(in each case, unless
the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Loans,
shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance
of the Actual/360 Loans as of the Due Date occurring in the month preceding the month in which Master Servicer Remittance Date
occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)          On
each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22 Directing
Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon
request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) the Operating Advisor (with
respect to the Special Servicer only), 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. In connection with such telephonic
meeting, and, at the Master Servicer’s or Special Servicer’s option, the Directing Certificateholder shall
execute an Investor Certification or confidentiality agreement satisfying the requirements of Section 3.13(f).


 


Section 3.23 Controlling
Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and Powers of
Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling Class Certificateholder is
hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate
Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating
Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in
the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal
thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such
Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one
Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the Directing
Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver to
the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation
or removal of the existing Directing Certificateholder, any successor Directing Certificateholder shall deliver a certification
substantially in the form of Exhibit P-1G to this Agreement to each of


 



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the addressees therein prior to being recognized
as the new Directing Certificateholder. Upon the resignation or removal of any existing Risk Retention Consultation Party, any
successor Risk Retention Consultation Party shall execute and deliver a certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled
to assume that the Risk Retention Consultation Party has not changed absent such notice.


 


(b)          Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing
Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that
it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently
verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling
Class.


 


(c)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


Additionally, once a
successor Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Holders of the VRR Interest entitled to appoint the Risk Retention Consultation
Party, by Certificate Balance, or the Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of the VRR Interest, in writing, of the
selection of a new Risk Retention Consultation Party.


 






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(d)          In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or 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 Certificateholder 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 Certificateholder as the
case may be.


 


(e)          Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses at the expense of the
Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer, and the Master Servicer shall notify each Non-Serviced Trustee, Non-Serviced
Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Operating Advisor. Notwithstanding
the foregoing, RREF III Debt AIV, LP shall be the initial Directing Certificateholder and shall remain so until a successor is
appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)          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 the Class becoming the Controlling
Class.


 


(g)          Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in its interests or the interests of the Holders of the Controlling Class; (iii) the Directing
Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Directing Certificateholder may take actions that favor its interests or the interests of the Holders of the Controlling
Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall
have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of
the Directing Certificateholder 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


 



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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 Holders 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; (iv) the Risk Retention Consultation Party may
take actions that favor interests of the Holders of one or more Classes including the VRR Interest over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability whatsoever
for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action
whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention
Consultation Party for having so acted.


 


(h)          All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.


 


(j)          With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)          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, Operating Advisor, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)          [Reserved].


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred or is


 



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terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class G Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class G Certificates to
less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


Section 3.24 Intercreditor
Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan
being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the
related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with
mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation,
effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and,
in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and
Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt
or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as
applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender,
as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer
acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to
purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and
agrees that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely with respect to
the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)          Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the


 



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Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as applicable,
have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or 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 or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)          With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 






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(e)          Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Holder of a Serviced Pari Passu Companion Loan, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be
provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or
a Consultation Termination Event) and (ii) to consult with any related Holder of a Serviced Pari Passu Companion Loan on a strictly
non-binding basis, to the extent having received such notices, information and reports, such related Companion Holder requests
consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status
Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided
that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special
Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be provided
to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion
Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special
Servicer 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 be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto). Notwithstanding the consultation rights of the related Holder of a Serviced Pari Passu Companion Loan set forth in the
immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status
Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder. In
no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related
Companion Holder.


 


(f)          In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)          With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business
Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section 3.25 Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this
Agreement, if any action under


 



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any Mortgage Loan documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any
Rating Agency for such Rating Agency Confirmation and, within ten (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 RAC Requesting Party shall be required to confirm (through direct communication and not by posting any
confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency
Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again. The circumstances described
in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC 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
13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, 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 is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii) the applicable replacement master servicer
or special servicer has a ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer or a special
servicer or the applicable replacement master servicer or special servicer is acting as master servicer or special servicer, as
applicable, in a commercial mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period prior to
the date of determination and Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one
or more classes of such commercial mortgage-backed certificates citing servicing concerns with the replacement master servicer
or special servicer, as applicable, as the sole or material factor in such rating action, if Morningstar is the non-responding
Rating Agency or (iii) it is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S.
Commercial Mortgage Special Servicer, as applicable, if S&P 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


 



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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 3.13(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, 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 promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(b)          Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)          For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          With
respect to the Mortgage Loan identified on Exhibit B as Arbor Hotel Portfolio, pursuant to Section 7.1(i) of the related loan agreement
which allows the related Mortgagor to obtain insurance policies not conforming to the requirements of the related loan agreement,
which section provides that rating agency confirmation may be required by lender, the Master Servicer or Special Servicer, as applicable,
shall, subject to Section 3.25(a), obtain such Rating Agency Confirmation prior to approving any non-conforming insurance
policy.


 


Section 3.26 The
Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information made available to Privileged
Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan (other than any
Serviced AB Whole Loan prior to the occurrence and continuance of the related AB Control Appraisal Period), and (B) that is
contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status
Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder
in accordance with the Operating Advisor Standard.


 


In addition and for the
avoidance of doubt, although the Operating Advisor may have certain consultation duties with the Master Servicer with respect to
certain Major Decisions processed by the Master Servicer after the occurrence and during the continuance of a Control Termination
Event, the Operating Advisor will have no obligations or responsibility at any time


 



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to review or assess the actions of the Master
Servicer for compliance with the Servicing Standard, and the Operating Advisor will not be required to consider such Master Servicer
actions in connection with any Operating Advisor Annual Report.


 


(b)          The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), except under circumstances described in Section 3.26(g) and subject to any Privileged Information
Exception or law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject
to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use
information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its
duties and obligations hereunder.


 


(c)          (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communication
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year, including each Asset Status Report delivered during the prior calendar year, the Operating
Advisor shall (if any Mortgage Loans (other than any Servicing Shift Mortgage Loan) were Specially Serviced Loans at any time
during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred
twenty (120) days of the end of such prior calendar year for which a Control Termination Event was continuing as of December 31,
an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V (which
form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such
form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, however, that in no event shall the information or any other content included in the Operating Advisor
Annual Report contravene any provision of this Agreement), setting 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 Trust-Level Basis with respect
to the resolution and/or liquidation of any Specially Serviced Loans that the Special Servicer is responsible for servicing under
this Agreement; provided, further, however, that in the event the Special Servicer is replaced, the Operating
Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior
calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further,
that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer
and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. Notwithstanding the foregoing, with respect
to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions in this


 



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Agreement, including, without limitation,
Section 3.26(d) hereof, each such Operating Advisor 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 or REO Properties that the Special Servicer is responsible for servicing under this
Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the
confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions).
In preparing the Operating Advisor Annual Report, the Operating Advisor shall not be required (A) to report on any instances of
non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement
that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial or (B) to provide or
obtain a legal opinion, legal review or legal conclusion. Such Operating Advisor Annual Report shall be delivered to the Certificate
Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website
in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor
Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) business
days prior to such annual report’s delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating
Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special
Servicer.


 


(ii)          In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for such reliance thereon. If the Operating Advisor is prohibited or materially limited
from obtaining Privileged Information and such prohibition or limitation prevents the Operating Advisor from performing its duties
under this Agreement, the Operating Advisor shall not be subject to any liability arising from its lack of access to such Privileged
Information.


 


(d)          Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will 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 shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount 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 Directing Certificateholder of such error).


 






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(e)          (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after
the calculation but prior to the utilization by the Special Servicer) of any of the calculations related to (i) Appraisal Reduction
Amounts (if the Special Servicer has calculated any such Appraisal Reduction Amount) or (ii) net present value in accordance with
Section 1.02(iv), 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 Communications), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)          In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (if calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special Servicer
shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of
the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such calculations. In the event the Operating Advisor and the Special Servicer are not able
to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall
promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply
(and shall provide prompt written notice of such determination to the Operating Advisor and the Special Servicer).


 


(iii)          Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event and a related AB Control Appraisal Period.


 


(f)          Notwithstanding
the foregoing, and prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor shall be limited
to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year (together with any additional information and material reviewed by
the Operating Advisor), and, therefore, it shall have no involvement with respect to collateral substitutions, assignments, workouts,
modifications, consents, waivers, insurance policies,


 



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mortgagor substitutions, lease changes, additional borrower debt, defeasances,
property management changes, releases from escrow, assumptions or other similar actions that the Special Servicer may perform under
this Agreement. In addition, with respect to the Operating Advisor’s review of net present value calculations as required
in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into account the reasonableness of
Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present
value calculation.


 


(g)          The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such information to any other Person (including any Certificateholders other than the Directing Certificateholder),
other than (1) to a party hereto, to the extent expressly set forth herein with a notice indicating that such information is Privileged
Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions
concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor Annual Report or (ii) in connection
with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives Privileged
Information shall not disclose such Privileged Information to any other Person without the prior written consent of the Special
Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage
Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan) other than pursuant to a Privileged Information Exception
or under circumstances described in this Section 3.26(g). In addition and for the avoidance of doubt, while the Operating
Advisor may serve in a similar capacity with respect to Other Securitizations that involve the same parties or borrower involved
in this securitization, the knowledge of the employees performing operating advisor functions for such Other Securitizations are
not imputed to different employees of the Operating Advisor performing the obligations hereunder. Notwithstanding the foregoing,
the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(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 4.07(a).


 


(i)          As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans, the Servicing Shift Loans and
any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time
to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan
or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as
the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest
payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 






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The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


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 obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee
is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, processing the related Major Decision
shall use efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related
Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage 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 Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.
Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation rights as Operating Advisor with
respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to a Serviced AB Whole Loan, prior
to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole
Loan.


 


(j)          After
the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders
of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Appraisal Reduction Amounts
to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a
vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided
that the proposed replacement Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such requesting Holders to
the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from
each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will
not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all
Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section
3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written
direction of Holders of a majority of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking
into account the


 



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application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such
Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating
Advisor.


 


(k)          After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible 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. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee
will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer, the Master
Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder for any
Mortgage Loan other than an Excluded Loan (but only if no Control Termination Event or Consultation Termination Event has occurred),
any Companion Holder and the Certificateholders. Notwithstanding the foregoing, if the Trustee is unable to find a successor operating
advisor within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement.
The Trustee shall not be liable for any failure to identify and appoint a successor operating advisor so long as the Trustee uses
commercially reasonable efforts to conduct a search for a successor operating advisor and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(l)          The
holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 



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(n)           The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator (with a copy to
EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark 2019-B11 – Post per Section 3.13(k) of PSA”),
the Asset Representations Reviewer, the Risk Retention Consultation Party and the Directing Certificateholder, if applicable, and
(b) upon the appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating
Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has
been so appointed and accepted the appointment within thirty (30) days after the notice of resignation, the resigning Operating
Advisor may petition any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible
Operating Advisor. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)           In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the VRR Interest, the
Class S Certificates and the Class R Certificates, then all of the rights and obligations of the Operating Advisor 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). In connection with any termination pursuant to this Section 3.26(o), no successor Operating Advisor shall
be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)           In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)           The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates or
particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute an “investment adviser”
within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)            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 to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating


 



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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.


 


(s)           The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement. Notwithstanding the foregoing sentence,
the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under
this Agreement.


 


Section
3.27    Companion Paying Agent. (a) With respect to each
of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying
Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)           No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)           In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)           This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28    Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the


 



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Companion
Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder. The initial Companion
Holders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for
any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement: (x) any notices,
reports or other information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement; and (y) any notices, reports or other information required to be delivered pursuant
to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced
Master Servicer under the related Non-Serviced PSA.


 


Section 3.29    Certain
Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the
applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the
terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the
successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer, as the case may be.


 


(b)           If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)           In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)           In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by


 



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such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)           With
respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event, or the Special Servicer, following the occurrence and during the continuance
of a Consultation 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 Intercreditor Agreement)
under the related Intercreditor Agreement.


 


(f)            With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)           With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(h)           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) designating 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 originals of items specified in clauses (x) and (xii) of
the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master 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


 



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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 Non-Serviced Master Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact
information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30     [Reserved].


 


Section 3.31     [Reserved].


 


Section 3.32    Delivery
of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer, the Special
Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.32(a) shall not be separately posted as Excluded Information on
the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.32(a) shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 3.13. When so posted, the 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 a loan-by-loan segregation is later performed by the Certificate Administrator in which
case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). 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(a) until such party has received written notice with respect to the related Excluded
Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit
the Directing Certificateholder 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 Directing Certificateholder or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Excluded Controlling
Class Holder on the Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing
Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a).


 


(b)           Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or


 



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reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a) and Section 4.02(f)
of this Agreement.


 


Section 3.33     Certain
Matters with Respect to Joint Mortgage Loans.


 


(a)           If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.33(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint
Mortgage Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to
the Depositor, the provisions of this Section 3.33 shall apply prior to the adoption, pursuant to Section 13.01(l),
of any amendment to this Agreement that provides otherwise, and except as provided herein, such Mortgage Loan shall continue to
be serviced under this Agreement. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related
Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.33 with respect to the servicing and administration
of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage
Loan is included in the Trust until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included
in the Trust. For purposes of this Section 3.33, Section 13.01(l) and Section 13.08(a) only, “Mortgage
Note” shall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the
Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such
promissory notes.


 


(b)           Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain title
to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)            All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note shall
have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related
Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note
shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer
pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section
3.33(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust for
the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable
at the Administrative Cost Rate


 



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and any other amounts due to the Master Servicer or Special Servicer) to the applicable Repurchasing
Mortgage Loan Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions provided by the
applicable Repurchasing Mortgage Loan Seller and deposited and applied in accordance with this Agreement, subject to Section
3.33(b)(ii). If any Joint Mortgage Loan to which this Section 3.33 applies becomes an REO Loan, payments or any other
amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master
Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject
to Section 3.33(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject to this
Section 3.33 shall be allocated to each related Mortgage Note, pro rata based upon the respective unpaid principal
balances thereof.


 


(ii)           If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from
the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls
relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances,
interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the
applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective
unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan
or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts received with
respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)          A
Joint Mortgage Loan to which this Section 3.33 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing
Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan (and, if such
Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered under
the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related
Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate
the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively,
of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest therein and the applicable
Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 






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(iv)          The
related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the
applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory
notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer,
the Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such
Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased
Note. Except as otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with
respect to any Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required
to be delivered to a holder of a Serviced Pari Passu Companion Loan hereunder.


 


(v)           Notwithstanding
any of the foregoing to the contrary, with respect to the ILPT Hawaii Portfolio Mortgage Loan, the terms of the related Intercreditor
Agreement shall continue to apply to all of the Mortgage Notes comprising such Mortgage Loan, including any Repurchased Note.


 


(c)           If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller
in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout
Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion
Loan.


 


(d)           If
(A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable
Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer
determines at any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loan to which
this Section 3.33 applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any
insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall not be required to
distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall
promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this Agreement) any portion
thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together


 



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with interest thereon
at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity with respect thereto.


 


(e)           Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any
consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or any
guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.33, without
the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they pertain
to a Serviced Pari Passu Companion Loan.


 


(f)            In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
3.33 applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the
same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


 


(g)           If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage
Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not limit
the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)           Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the
related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 






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(i)            The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller
as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation
statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document
related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and
the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable
Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified
by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or
the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action
in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action with the
intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 


(j)            Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the
Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 


Article
IV



Distributions TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.
(a) On each Distribution Date, to the extent of the Certificate Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required


 



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and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)            first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB 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 and the Class X-H Certificates, pro rata (based upon
their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)           second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates in reduction of their Certificate Balances: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until
the outstanding Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB Planned Principal Balance for such
Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates is reduced to zero; (3) third,
to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1) and (2) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-2 Certificates is reduced to zero; (4) fourth, to the Holders of the
Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-3 Certificates is reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-4 Certificates is reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates in an
amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-5 Certificates is reduced to zero; (7) seventh, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4), (5) and (6) above have been made on such Distribution Date), until the outstanding Certificate Balance of the
Class A-SB Certificates is reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-SB Certificates, pro rata (based on their respective Certificate Balances) in an amount equal
to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of


 



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each of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


 


(iii)          third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates pro rata (based upon the aggregate unreimbursed Certificate Realized
Losses previously allocated to each such Class), first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses
previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was
allocated to such Class until the date such Certificate Realized Loss is reimbursed;


 


(iv)          fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)           fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates have been
reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class A-S Certificates is reduced to zero;


 


(vi)          sixth,
to the Holders of the Class A-S Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses
previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth
in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was
allocated to such Class until the date such Certificate Realized Loss is reimbursed;


 


(vii)         seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(viii)        eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates is reduced to zero;


 


(ix)          ninth,
to the Holders of the Class B Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the


 



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date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed;


 


(x)           tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xi)          eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates is reduced to zero;


 


(xii)         twelfth,
to the Holders of the Class C Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed;


 


(xiii)        thirteenth,
to the Holders of the Class D Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xiv)        fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balances of the Class
D Certificates is reduced to zero;


 


(xv)         fifteenth,
to the Holders of the Class D Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed;


 


(xvi)        sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xvii)       seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balances thereof, up to
an amount equal to the Principal Distribution Amount (or the portion


 



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thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class E Certificates is reduced to zero;


 


(xviii)      eighteenth,
to the Holders of the Class E Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed;


 


(xix)         nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xx)          twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates is reduced to zero;


 


(xxi)         twenty-first,
to the Holders of the Class F Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed;


 


(xxii)        twenty-second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction of
the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class G Certificates
is reduced to zero;


 


(xxiv)       twenty-fourth,
to the Holders of the Class G Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the


 



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amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed;


 


(xxv)       twenty-fifth,
to the Holders of the Class H Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class
E Certificates, Class F Certificates and Class G Certificates have been reduced to zero, to the Holders of the Class H Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates and Class G Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class H Certificates is reduced to zero;


 


(xxvii)      twenty-seventh,
to the Holders of the Class H Certificates, first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously
allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause
(i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate Realized Loss was allocated
to such Class until the date such Certificate Realized Loss is reimbursed; and


 


(xxviii)     twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Certificate Available
Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Certificate Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          [Reserved].


 


(c)           On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Certificate Realized Loss in an amount equal to the amount of principal or reimbursement of Certificate Realized Loss actually
distributable to the Holders of the respective Related Certificates as provided in


 



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Sections 4.01(a), 4.01(f) and
4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to
the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall
be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of
its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the
Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates,
(ii) in the case of the Class LB Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated
Interests, the Class X-D Certificates, (iv) in the case of the Class LF Uncertificated Interests, the Class X-F Certificates, (v)
in the case of the Class LG Uncertificated Interests, the Class X-G Certificates and (vi) in the case of the Class LH Uncertificated
Interests, the Class X-H Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier
Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a). Amounts distributable
pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and
shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal
balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate
with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


While the Certificate
Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further distributions in respect
of interest or principal other than reimbursement of Realized Losses with interest and other amounts provided for in this Section
4.01.


 






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(d)       Distributions
of VRR Available Funds on the Class VRR Interest Certificates. On each Distribution Date, the Certificate Administrator shall
withdraw from the Upper-Tier Distribution Account the amounts on deposit therein, to the extent of the VRR Available Funds for
such Distribution Date, and shall distribute such amounts to the Holders of the Class VRR Interest Certificates and the Class R
Certificates in accordance with this section (d).


 


On each Distribution
Date, the Certificate Administrator shall apply the then applicable VRR Available Funds for such Distribution Date to make distributions
to the Holders of the Class VRR Interest Certificates for the following purposes and in the following order of priority:


 


(i)            first,
distributions of interest on the Class VRR Interest Certificates, up to an amount equal to the VRR Interest Distribution Amount
for such Distribution Date;


 


(ii)           second,
distributions in reduction of the Certificate Balance of the Class VRR Interest Certificates, up to an amount equal to the VRR
Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Class VRR Interest Certificates
has been reduced to zero; and


 


(iii)          third,
reimbursements of prior write-offs of the Certificate Balance of the Class VRR Interest Certificates, up to an amount equal to
the unreimbursed VRR Realized Losses previously allocated to the Class VRR Interest Certificates;


 


provided that,
with respect to any Distribution Date, to the extent that VRR Available Funds for such Distribution Date exceeds the distributions
to the Holders of the Class VRR Interest Certificates on such Distribution Date pursuant to the immediately preceding clauses
(i) through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class VRR Interest
Certificates.


 


(e)           (i)
On each Distribution Date, the Non-VRR Percentage of the Prepayment Premiums and Yield Maintenance Charges, if any, collected in
respect of the Mortgage Loans during the related Collection Period in an amount equal to the product of (x) the Non-VRR Percentage
and (y) the aggregate of the Prepayment Premiums and Yield Maintenance Charges collected in respect of the Mortgage Loans for the
related Collection Period will be required to be distributed by the Certificate Administrator to the Holders of each Class of Regular
Certificates in the following manner: (1) pro rata, among (u) the YM Group A, (v) the YM Group B, (w) the YM Group D, (x)
the YM Group F, (y) the YM Group G and (z) the YM Group H and based upon the aggregate of principal distributed to the Classes
of Principal Balance Certificates in each YM Group on such Distribution Date, and (2) among the Classes of Certificates in each
YM Group, in the following manner: with respect to each YM Group, (A) the Holders of each Class of Principal Balance Certificates
in such YM Group shall be entitled to receive on each Distribution Date an amount of the Non-VRR Percentage of Prepayment Premiums
or Yield Maintenance Charges equal to the sum, for all mortgage loan prepayments, of the product of (a) a fraction whose numerator
is the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal
distributed to all of the Principal Balance Certificates in that YM Group representing


 



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principal payments in respect of the Mortgage
Loans on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Principal
Balance Certificates, and (c) the Non-VRR Percentage of Prepayment Premiums or Yield Maintenance Charges collected during the related
Collection Period and allocated to such YM Group and (B) any Prepayment Premiums or Yield Maintenance Charges allocated to such
YM Group collected during the related Collection Period remaining after such distributions will be distributed to the Class of
Class X Certificates in such YM Group. If there is more than one such Class of Certificates entitled to distributions of principal
on any particular Distribution Date on which Prepayment Premiums or Yield Maintenance Charges relating to the Mortgage Loans are
distributable, the aggregate amount of such Non-VRR Percentage of Prepayment Premiums or Yield Maintenance Charges will be allocated
among all such Classes of Certificates up to, and on a pro rata basis in accordance with, their respective entitlements
thereto in accordance with the first sentence of this paragraph. On each Distribution Date, the VRR Interest will be entitled to
Prepayment Premiums and Yield Maintenance Charges in an amount equal to the product of (x) the VRR Percentage and (y) all Prepayment
Premiums and Yield Maintenance Charges, if any, collected in respect of the Mortgage Loans during the related Collection Period.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” with respect to any Principal
Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect
to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates, shall be a fraction (A) whose numerator is the greater of (x) zero and (y) the difference
between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable Discount Rate used in accordance with
the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (B)
whose denominator is the greater of zero and the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect
to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the applicable
Discount Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less
than zero, (2) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced
Whole Loan, as applicable, and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest
Fraction will equal zero and (3) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan or Serviced Whole Loan, as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then the Base
Interest Fraction will be one (1).


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant
to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of
the applicable Prepayment Premium or Yield Maintenance Charge


 



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pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the Anticipated Repayment Date (in the case of a Mortgage
Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve
Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable publication as the
source of the applicable yields of U.S. Treasury constant maturities.


 


(ii)           No
Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R or Class S Certificates.


 


(iii)          All
distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(e) shall first
be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro
rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such
Distribution Date pursuant to Section 4.01(c) above.


 


On each Distribution
Date, amounts on deposit in the Upper-Tier Distribution Account that represent the VRR Percentage of such Prepayment Premiums and
Yield Maintenance Charges (such portion of any Prepayment Premiums and Yield Maintenance Charges, the “VRR Retained Prepayment
Premiums and Yield Maintenance Charges”) collected on the Mortgage Loans during the related Collection Period shall be
distributed by the Certificate Administrator to the Holders of the Class VRR Interest Certificates, on a pro rata and pari
passu basis, as follows:


 


On each Distribution
Date, any portion of Prepayment Premiums and Yield Maintenance Charges that are to be distributed to the Holders of the VRR Interest
shall, for federal income tax purposes, be deemed to have first been transferred to the Grantor Trust in respect of the Class VRR
Upper-Tier Regular Interest.


 


(f)            On
each Distribution Date, the Certificate Administrator shall (i) apply amounts from the Gain-on-Sale Reserve Account or the Gain-on-Sale
Entitlement Amount, as applicable, (other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such
amounts to reimburse the Holders of the Non-VRR Certificates (in order of distribution priority) (first deeming such amounts to
be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Certificate Realized Losses,
if any, previously deemed allocated to them and unreimbursed after application of the Aggregate Available Funds for such Distribution
Date pursuant to Section 4.01(a) and (ii) apply amounts from the VRR Certificate Gain-on-Sale Reserve Account or the VRR
Certificate Gain-on-Sale Entitlement Amount, as applicable, (other than amounts with respect to a Non-Serviced Mortgage Loan) and
shall distribute such amounts to reimburse the Holders of the VRR Interest


 



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(first deeming such amounts to be distributed with respect
to the Related Lower-Tier Regular Interests) up to an amount equal to all VRR Realized Losses, if any, previously deemed allocated
to them and unreimbursed after application of the VRR Available Funds for such Distribution Date pursuant to Section 4.01(a).
Amounts paid from the Gain-on-Sale Reserve Account or the Gain-on-Sale Entitlement Amount, as applicable, will not reduce the Certificate
Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account,
the Gain-on-Sale Entitlement Amount, the VRR Certificate Gain-on-Sale Reserve Account or the VRR Certificate Gain-on-Sale Entitlement
Amount as applicable, after such distributions shall be applied to offset future Certificate Realized Losses with respect to the
Principal Balance Certificates or future VRR Realized Losses with respect to the VRR Interest Certificates. Upon termination of
the Trust, any amounts remaining in the Gain-on-Sale Reserve Account, the Gain-on-Sale Entitlement Amount, the VRR Certificate
Gain-on-Sale Reserve Account or the VRR Certificate Gain-on-Sale Entitlement Amount, as applicable, shall be distributed on the
final Distribution Date to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)           All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)           Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized


 



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Losses previously
allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later
than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section
3.13(b) a notice in electronic format to the effect that:


 


(i)            the
Certificate Administrator expects 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 offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)           no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts 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 (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)       Distributions
in reimbursement of Certificate Realized Losses or VRR Realized Losses previously allocated to the Regular Certificates or the
VRR Interest shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable,
to the Holders of the respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant
Distribution Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement
thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice
of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount
of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside
and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such
prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 






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(j)            On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed (i) to the Holders of the Class S Certificates in an amount equal to the Non-VRR Percentage of such Excess Interest;
(ii) to the Holders of the Class VRR Interest Certificates in an aggregate amount equal to the product of (A) the VRR Percentage,
multiplied by (B) the amount of such Excess Interest. Excess Interest will not be available to pay any other amounts except for
distributions set forth in the prior sentence.


 


(k)           On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)            to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)           to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)          to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)          to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date in accordance with Section 3.05(g)(v).


 






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Section 4.02    Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in
accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)            the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)           the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


 


(iii)          the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)          the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)           the
aggregate amount of unscheduled payments received;


 


(vi)          the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)         the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60 days to 89 days,
(C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which
the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)        the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)          the
Aggregate Available Funds for such Distribution Date;


 






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(x)           the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)          the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Prepayment Premiums
and Yield Maintenance Charges and (B) in the case of the Class S Certificates and the VRR Interest, Excess Interest;


 


(xii)         the
Pass-Through Rate for such Class of Certificates for such Distribution Date;


 


(xiii)        the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)        the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Certificate Realized Losses or VRR Realized
Losses in respect of the Principal Balance Certificates or the VRR Interest, as applicable, to date;


 


(xv)         the
Certificate Factor for each Class of Certificates (other than the Class R and Class S Certificates) immediately following such
Distribution Date;


 


(xvi)        the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)       the
current Controlling Class;


 


(xviii)      the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)        a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)         a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 






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(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)        in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Certificate Realized Loss or VRR Realized Loss, as applicable;


 


(xxiv)      the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)      with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of
any Certificate Realized Loss allocated to the Principal Balance Certificates or VRR Realized Loss allocated to the VRR Interest
in respect of the related REO Loan in connection with that determination;


 


(xxvii)     the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)    [Reserved];


 


(xxix)       the
then-current credit support levels for each Class of Certificates;


 


(xxx)        the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 






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(xxxi)       a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)      a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)     an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)     the
amount of any Excess Interest actually received; and


 


(xxxv)      a
statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any affiliates
thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such identity
with the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity
pursuant to which the Directing Certificateholder and any affiliates thereof primarily operate.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii) and (xxxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


With respect to the information
identified in clause (xxxv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit
P-1G.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this
Agreement, including, but not limited to, filing via EDGAR.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder
or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are
in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-


 



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D in accordance with Section
11.04 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.


 


(b)           [Reserved].


 


(c)           Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or, if applicable, Internet website (in addition to making information available as provided herein) any reports
or other information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party
to this Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
Internet website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may access such
information including, without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer.
The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information in accordance
with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered,
produced, or made available pursuant to Sections 3.13 and 4.02(b), other than information produced by the Master
Servicer or Special Servicer, as applicable; 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.


 


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 as may be 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 in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 






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Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(b) or Section 4.02(d) shall not constitute a breach of this Section 4.02(b) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)           Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, 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.


 


(e)           The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available
(or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account of it constituting Excluded
Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not
a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a written
confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer
or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
will keep such Excluded Information


 



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confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer
may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially
in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced
in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special
Servicer Loan(s).


 


Section 4.03     P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each Master Servicer Remittance Date, the Master Servicer shall
(i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account, an amount
equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related
Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances with respect to the Mortgage Loans 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. Any
amounts held in the Collection Account for future distribution and so used to make P&I Advances with respect to the Mortgage
Loans shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in
the Collection Account on or before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were
made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect
to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage
Loans for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails
to make a required P&I Advance by 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee shall
make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless
the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate
Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to make
a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m.,
New York City time, on the related Master Servicer Remittance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans shall not
be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited
into the Collection Account for payment to CREFC® on such Distribution Date.


 


To the extent required
under the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced
Companion Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the Other Trustee of the amount
of the P&I Advance it made 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 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic 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)
other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close
of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the Master
Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which
the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection
(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage
Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made
with respect to any Companion Loan.


 


(c)           Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master Servicer, Special Servicer
or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage Loan, would be or has become
a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee written notice of such determination
within the time period required by the related Intercreditor Agreement. With respect to each Non-Serviced Mortgage Loan, the Master
Servicer will be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer
and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the related
Non-Serviced Companion Loan (and if the Special Servicer or the Trustee elects to make and makes such a determination, then it
shall make such determination independently of any such determination by such other Person). If the Master Servicer, the Special
Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any
outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, Special Servicer or Trustee, as applicable, shall provide the applicable Non-Serviced Master Servicer
and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such determination.
If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced
Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is


 



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similar to a P&I Advance would be,
or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then
the Master Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed
to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either
case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional
P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination
may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)           In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to
a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related Master Servicer Remittance Date. The Master
Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section
3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)           Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance Charges, Default Interest,
late payment charges, Prepayment Premiums, Balloon Payments, Excess Interest or any P&I Advance with respect to any Companion
Loan or with respect to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal Reduction Amount
has been made with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has
been made in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount)
then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage
Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such
Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date,
net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction
Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated


 



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Principal Balance of
such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic
Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution
Date.


 


(f)            In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04     Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date pursuant
to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments
of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable)
as of the related Determination Date, is less than (ii) the then aggregate Certificate Balance of the Principal Balance Certificates
after giving effect to distributions of principal on such Distribution Date (any such deficit, the “Certificate Realized
Loss”). Any allocation of Certificate Realized Losses to a Class of Regular Certificates shall be made by reducing the
Certificate Balance thereof by the amount so allocated. Any Certificate Realized Losses so allocated to a Class of Regular Certificates
shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
The allocation of Certificate Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the
Trust. Reimbursement of previously allocated Certificate 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. With respect to any Class of Principal Balance Certificates, 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 Balance of the Class or Classes of Principal Balance Certificates that previously were
allocated Certificate Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Certificate Realized
Losses allocated to such Class of Certificates.


 


(b)           On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Certificate Realized Losses, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write off shall be allocated first, to the Class H 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 then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 






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(c)           With
respect to any Distribution Date, any Certificate Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


On each Distribution
Date, any VRR Realized Loss for such Distribution Date shall be allocated to the Class VRR Upper-Tier Regular Interest; and, in
connection therewith, the Certificate Balance of the Class VRR Upper-Tier Regular Interest will be reduced without distribution,
as a write-off, to the extent of such VRR Realized Loss.


 


Section 4.05    Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether a
Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes
of removal of the Special Servicer or the Operating Advisor, the VRR Percentage of Appraisal Reduction Amounts will be allocated
to the VRR Interest to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Interest Certificates.
The Non-VRR Percentage of the Appraisal Reduction Amounts allocated to the Mortgage Loans (with respect to a Serviced Whole Loan,
to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Principal Balance Certificates (other
than the Senior Certificates and the Class R Certificates) in reverse sequential order to notionally reduce the related Certificate
Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class H 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,
and finally, to the Class A-S Certificates.


 


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Master Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other
information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects
to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account
the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all
other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any
other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify
the Master Servicer thereof. The Special Servicer shall provide (via electronic delivery) the Master Servicer with any information
in its possession that is reasonably required to determine, redetermine,


 



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calculate or recalculate any Collateral Deficiency Amount
for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver
such information within five (5) Business Days of the Master Servicer’s reasonable request. None of the Special Servicer,
the Trustee, the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.
Upon reasonable prior written request, the Special Servicer shall use reasonable efforts to assist the Master Servicer in obtaining
information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage
Loan in the event that the Master Servicer is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer or Non-Serviced Trustee.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated by applying the Non-VRR Percentage of the Collateral Deficiency Amounts to each Class
of Control Eligible Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class of Control Eligible Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining
the Controlling Class or the occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated
the Non-VRR Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of
which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).


 


The Master Servicer shall
promptly notify the Special Servicer and 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 3.12(d)), any
Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect 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
3.12(d)). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class
of Certificates is the Controlling Class. The Certificate Administrator shall provide notice of the identity of the Controlling
Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as
applicable, calculated for purposes of determining (i) the Voting Rights of the related Classes for purposes of removing the Special
Servicer or (ii) the Controlling Class, the appraised value of the related Mortgaged Property will be determined on an “as-is”
basis.


 


(b)           (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result 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 with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal
Reduction Event has


 



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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 cause such second Appraisal to be (A) delivered within
thirty (30) days from receipt of the Requesting Holders’ written request and (B) prepared on an “as-is” basis
by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect
of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)           Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted shall direct the Master Servicer to, and the
Master Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such
supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising
any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated
as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Master Servicer recalculates the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal and receipt of any information
requested by the Master Servicer pursuant to this section, the “Appraisal Review Period”). The rights of the
Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Control Eligible Certificates,
if any.


 


(c)           With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan)),
the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon
its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence
of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall
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, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of
such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any
Consultation Termination Event and (ii) other than with respect to any


 



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Excluded Loan) the Directing Certificateholder. Based upon
such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of
information reasonably requested by the Master Servicer from the Special Servicer necessary to calculate the Appraisal Reduction
Amount or Collateral Deficiency Amount, the Master Servicer shall determine or redetermine, as applicable, and report to the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction
Amount Template format; provided, however, that the Master Servicer shall not be liable for failure to comply with
such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Master
Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 an Other Securitization, to the Other Servicer of
such Other 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). If the
Master Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal
Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence
of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer shall consult with the
Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction
Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer
will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or
related Companion Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent the Special Servicer
has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with
respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of the Appraisal Reduction
Event. Instead, the Master Servicer may use the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer has not notified the Master Servicer of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation. The Special Servicer, upon reasonable prior written request,
shall provide the Master Servicer with 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 five (5) Business Days
following the Master Servicer’s reasonable request therefor.


 


(d)           Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, previously
subject to an


 



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Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


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


 


Section 4.06     Grantor
Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust, shall constitute,
and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a trust the beneficiaries of which
are treated as the owners under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall
have the power to vary the investment of the Holders of the Class S Certificates in the Grantor Trust so as to improve their rate
of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee
shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor
Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 on
Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following
clause and (B) 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 Excess Interest and the Excess Interest Distribution Account, in the time or times and in the
manner required by the Code.


 


(b)           As
of the Closing Date no Class S Certificate or Class VRR Interest Certificate is held through a “middleman”. If the
Certificate Administrator receives notice that the Class S Certificates are held through a “middleman” as defined by
the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will 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 DTC and Hare &


 



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Co, LLC are the only “middlemen” 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 Internal
Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)           The
Certificate Administrator shall report required WHFIT information using the 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 its 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.


 


(d)           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 Holder
of a Class S Certificate, by acceptance of its interest in such class of Certificates, 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 a Class S Certificate, 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 an appropriate website the CUSIP
for the Class S Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator shall make
reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent the receipt
of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator
shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07    Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) 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 beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Distribution
Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant
to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or
(C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or
actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively,


 



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“Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator
or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward
the Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@midlandls.com, in each
case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party 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, as applicable, shall be delivered to the Certificate Administrator by electronic mail. 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.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of
such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole
discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in
the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject
to the Privileged Information Exception), or (vi) answering any Inquiry is otherwise, for any reason, not advisable, 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 of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because
the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and
the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is
beyond the scope of the topics described in the Pooling and Servicing Agreement, (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
or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating
Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master


 



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Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates
will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)           The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates 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
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)           The
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 NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a


 



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Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the
following: AskMidland@midlandls.com, in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable,
unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator.
The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of such response)
such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum
and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate
website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the
Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry
would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering
any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure
of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
and (B) the Certificate Administrator, 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) 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, Master Servicer
or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall
promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter
post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool.
The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the
Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating
Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers
from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the
information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility
or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines,
in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will
not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08     Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room
and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days
following the Closing Date, deliver to the Certificate Administrator 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 actually


 



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received by it 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 RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)           The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type,
number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of,
or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event
that any document or information is posted in error, the Certificate Administrator may remove such document or information from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data 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
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the 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 Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 






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[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section 5.01    The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through
and including A-23, with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient
to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates will be issuable only
in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00
in excess thereof. The Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issuable only in minimum
Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess
thereof. The Class VRR Interest Certificates will be issuable in one or more Definitive Certificates, in minimum denominations
of authorized Certificate Balance of not less than $10,000, and multiples of $l in excess thereof (or such lesser
amount if the Certificate Balance is not a multiple of $1). The Non-Registered Certificates (other than the Class X-D, Class X-F,
Class X-G, Class X-H, Class R and Class S Certificates) will be issuable in minimum Denominations of authorized initial Certificate
Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or
initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate
of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as
applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such
Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class R and Class S Certificates
shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R or Class S Certificates and
in integral multiples of 1% in excess thereof.


 


(b)           One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02    Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the


 



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Initial Purchasers to RREF III Debt AIV, LP) is to be made in reliance
upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)           Each
Class of the Non-Registered Certificates (other than the VRR Interest and Class R Certificates) sold to institutions that are non-United
States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by
a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be
deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate
Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the
nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the
expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate
may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in
respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of
the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)           Certificates
of each Class of Non-Registered Certificates (other than the VRR Interest during the Transfer Restriction Period) offered and sold
to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented
by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar,
as custodian for the Depository, and registered in the name of


 



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the Depository or a nominee of the Depository. The aggregate Certificate
Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records
of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)           Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (together with the Class R and Class S Certificates and the VRR Interest,
the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable
form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate
Registrar who shall deliver the certificates for such Non-Book Entry Certificates (other than the VRR Interest) to the respective
beneficial owners or owners. For the avoidance of doubt, the Class R and Class S Certificates and the VRR Interest shall only be
in the form of Definitive Certificates, and the VRR Interest shall be issued in the form of Definitive Certificates at all times
during the Transfer Restriction Period.


 


(d)           Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 






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(e)           During
the Transfer Restriction Period, the VRR Interest shall only be held as Definitive Certificates in the Retained Interest Safekeeping
Account by the Certificate Administrator (and the Retaining Party’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 VRR Interest
in safekeeping and shall release the same only upon receipt of written instructions from the holder of the VRR Interest and the
Retaining Sponsor, and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and
in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account which
will be designated the “Retained Interest Safekeeping Account” and into which the VRR Interest 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 Retaining Party. The VRR Interest to be
delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to
the VRR Interest shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly to the Retaining
Party in accordance with written instructions provided separately by the Retaining Party to the Certificate Administrator. Under
no circumstances by virtue of safekeeping the VRR Interest shall the Certificate Administrator be obligated to bring legal action
or institute proceedings against any person on behalf of the Retaining Party. During the Transfer Restriction Period and for such
longer time as the Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificate representing
the VRR Interest at the below location, or any other location; provided the Certificate Administrator has given notice to the Retaining
Party of such new location:


 


Wells Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor and the Retaining Sponsor substantially in the
form of Exhibit TT to this Agreement evidencing its receipt of the VRR Interest.


 


The Certificate Administrator
shall make available to the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of
a Class VRR Interest Certificate shall be subject to this Section 5.02(e). During the Transfer Restriction Period, unless
the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person
to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Certificates held
by it in the Retained Interest Safekeeping Account.


 


Section 5.03     Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate
Trust Office books (the


 



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“Certificate Register”) in which, subject to such reasonable regulations as it may
prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and
accepting Certificates for exchange and registration of transfer, holding the VRR Interest as Definitive Certificates on behalf
of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices
from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect
of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in this Section
5.03.


 


(b)           Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule
144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the


 



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Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)           Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in
an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial
interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to
the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled
to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)           Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the


 



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Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)            Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any


 



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exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)           Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R Certificate
or (b) any Certificate representing the VRR Interest during the Transfer Restriction Period) wishes at any time to exchange its
interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to transfer all or
part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository,
cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Book-Entry
Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section
5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing
the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry
Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate
in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry
Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation
S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is
the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all
or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book
Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the
Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion
of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified
in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion
of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)           Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and transfer of the Retained Certificates during the Transfer Restriction Period in accordance
with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry


 



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Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)            Transfers
of VRR Interest. At all times during the Transfer Restriction Period, if a Transfer of any Retained Certificate after the Closing
Date is to be made, then, upon receipt of: (i) a certification from such Certificateholder’s prospective Transferee substantially
in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor, (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 Retaining Sponsor, (iii) a W-9 completed by the Transferee and (iv)
wire instructions and contact information of the Transferee, the Certificate Administrator (which may conclusively rely upon such
certifications) shall instruct the Certificate Registrar to register such Transfer. Upon receipt of the Certificate Administrator’s
instruction, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), register the Transfer
of the Retained Certificate and reflect such Retained Certificate in the name of the prospective Transferee and shall deliver written
confirmation substantially in the form of Exhibit TT to this Agreement. The Certificate Registrar shall not register a Transfer
of any Retained Certificate after the Closing Date during the Transfer Restriction Period unless it is so instructed by the Certificate
Administrator. After the termination of the Transfer Restriction Period, if a transfer of the Retained Certificates is to be made
and the Retained Certificates are in the Retained Interest Safekeeping Account, then upon receipt of: (i) a certification from
such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3, which such
certification must be countersigned by the 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 Retaining Sponsor, the Certificate Administrator (which may conclusively rely upon such certifications) shall instruct the
Certificate Registrar to register such Transfer, and upon receipt of the Certificate Administrator’s instruction, the Certificate
Registrar shall register the Transfer of the Retained Certificate and reflect such Retained Certificate in the name of the prospective
Transferee. After the termination of the Transfer Restriction Period, if a transfer of the Retained Certificates is to be made
and the Retained Certificates are in the Retained Interest Safekeeping Account, the Certificate Registrar shall not register a
Transfer of any Retained Certificate unless it is so instructed by the Certificate Administrator. For the avoidance of doubt, in
no event shall a Retained Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period. After the Transfer
Restriction Period, the Retained Certificates may be transferred subject to the restrictions on transfer set forth in this Article
V. Any transfer of an interest in the Retained Certificates that is not in compliance with this Section 5.03 shall be
null and void ab initio to the extent permitted under applicable law.


 


(j)            Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under
the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 






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(k)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(l)            If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(m)          All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers or with respect to the VRR Interest, the Retaining Party) of any such Certificate shall be made unless the
Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed purchaser or transferee
of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser
or transferee is not (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject
to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal,
state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using
the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance company
will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition of the Certificate
by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law) or (ii) if such Certificate which
may be held only by a person not described in clauses (A) or (B) above, is presented for registration in the name
of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor to


 



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any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to
those set forth in the Agreement. The Certificate Registrar shall not register the sale, transfer, pledge or other disposition
of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing
representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer, the Trustee, the Certificate Administrator,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate
Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the
provisions of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under
applicable law.


 


(o)           No
Class R or Class S Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R or Class S Certificate. Each prospective transferee of a Class
R or Class S Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using
the assets of a Plan. Each Holder of a Class R or Class S Certificate shall be deemed to represent that it is not and will not
become a Person specified in the second preceding sentence. Any attempted or purported transfer in violation of these transfer
restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve
the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)            Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 






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(ii)           No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n) and (y) other than in
connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in
the form attached as Exhibit D-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 therein are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee


 



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for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(p)           The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)           Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)            In
addition, each purchaser of Certificates that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA Plan”)
or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none of
the Depositor, any of the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator, the Trust Fund, the
Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Operating Advisor,
the Asset Representations Reviewer, or any of their respective affiliated entities, has provided any investment recommendation
or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied in connection
with the decision to acquire any Certificates, and they are not acting as a fiduciary (within the meaning of Section 3(21) of ERISA
or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the acquisition of any Certificates (unless an applicable
prohibited transaction exemption is available (all of the conditions of which are satisfied) to cover the purchase or holding of
the Certificates or the transaction is not otherwise prohibited) and (ii) the ERISA Plan fiduciary making the decision to acquire
the Certificates is exercising its own independent judgment in evaluating the investment in such Certificates.


 


Section 5.04    Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate
under this Section 5.03(r), the Certificate Registrar may require the payment of a sum sufficient to cover any expenses
(including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant
to this Section 5.03(r) shall constitute complete and indefeasible evidence of ownership in the Trust, as


 



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if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent of
any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


Section 5.06     Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain in
as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a
list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the
communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days
after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access
during normal business hours to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders or the identity of the Directing
Certificateholder hereunder, regardless of the source from which information was derived. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and
addresses of Certificateholders from time to time upon request therefor.


 


(b)           (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description


 



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of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)           In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not
have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate shall be paid by the Trust.


 


Section 5.07    Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of
any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)           The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)           The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the 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 therewith.


 






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(d)           The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     [Reserved].


 


Section 5.10     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 Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
different procedures are otherwise described herein with respect to a specific vote:


 


(a)           Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which 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 Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)           In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance 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.


 






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(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 5.10(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.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section 6.01     Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
(a) The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, 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 in which any Mortgaged


 



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Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


 


(iii)          The
Master Servicer has the full 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;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, 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 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 Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(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 the ability of the Master Servicer to perform its obligations under this Agreement;


 


(vii)         The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07(a) hereof; and


 






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(viii)        No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)           The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware,
and the Special Servicer is in compliance with the laws of each State 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 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, (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 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;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, 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
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement


 



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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 Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(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 the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)         The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)        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 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 can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)           The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
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 Delaware, and the Operating Advisor 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 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, (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


 



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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 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;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, 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
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement 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 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;


 


(vi)          The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(g) hereof;


 


(vii)         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 the ability of the Operating Advisor to perform its obligations under this
Agreement;


 


(viii)        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 Operating Advisor of, 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 can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder; and


 


(ix)          The
Operating Advisor is an Eligible Operating Advisor.


 






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(d)           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 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 Delaware, 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 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;


 


(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


 



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would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)         The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(g) hereof; and


 


(viii)        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


 


(ix)          The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and
adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02     Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be
liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by, and
no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer herein.


 


Section 6.03    Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer and the Special Servicer each will
keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation
or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or


 



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any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)           The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be, or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as
a trust advisor or operating advisor for commercial mortgage securitizations and, in the case of the Asset Representations Reviewer,
may be limited to all or substantially all of its assets related to acting as an asset representations reviewer for commercial
mortgage securitizations) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any
Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the
foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of
any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case
may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession,
Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to
any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency 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 as described in Section 3.25); provided, further, that if the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under
applicable law, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case
may be, notifies the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable,
in writing that the Depositor or the depositor in such Other Securitization, as the case


 



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may be, has discovered that such successor
entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and
specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor
or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably
withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer, Asset Representations
Reviewer or Operating Advisor may remain the Master Servicer, Special Servicer, the Asset Representations Reviewer or the Operating
Advisor, 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 Asset Representations Reviewer or Operating Advisor, 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. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or
the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the
case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such
failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence
are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second preceding sentence are
not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 13.01.


 


(i)            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.


 


(ii)           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 6.04     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 (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any


 



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of the foregoing shall be under any liability to the Trust, the Certificateholders
or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made by it herein or any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations
or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager,
employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees, including
any costs of enforcement, and expenses incurred in connection with any legal or administrative action (whether in equity or at
law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability
or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach
of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in
the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or
(iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and
agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition, absent actual
fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator shall be liable
for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless
of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer conclusively may rely on, and shall be protected in acting or refraining
from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic
or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or parties and each of them
may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel.


 






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(b)           None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, 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, proceeding, hearing or examination 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,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a
collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)           Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) 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, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may
sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer,
as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, as the case may be, shall
immediately notify the Master Servicer or the Special Servicer, as applicable, 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 Master Servicer or the
Special Servicer, as the case may be, shall assume the defense of such


 



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claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator, Operating Advisor, Asset Representations Reviewer or the Depositor, as applicable) 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 Master Servicer or the Special Servicer, as the case
may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


 


(d)           Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer 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,
judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, 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 Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, 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 Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) 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 Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)           The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer 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, judgments, and any other costs, liabilities,
fees, including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or


 



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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 Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent) or the Special Servicer) 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 Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)            The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer 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, judgments, and any other costs, liabilities, fees,
including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Operating Advisor 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 Asset Representations Reviewer or the Depositor, as the case
may be, shall immediately notify the Operating Advisor 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 Operating Advisor shall assume the defense of such
claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer 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 Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)           Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)           The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the


 



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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, 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 (including in its capacity as Companion Paying
Agent), 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 indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially prejudiced thereby.


 


(i)            The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating
Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust (collectively,
the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property (or with
respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with the
provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced PSA (as and to the same extent the
applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced
Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the applicable Non-Serviced Trust, to the extent
of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan under the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.


 






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Section 6.05    Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither the Master Servicer
nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them except (a) upon
determination that such party’s duties hereunder are no longer permissible under applicable law, or (b) in the case of the
Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor master
servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (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 pursuant to Section 3.25). Any such determination permitting the
resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion
of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become
effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed the
Master Servicer’s or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section
7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the
Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as
applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to
this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control
Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party 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 6.05. Except as provided in Section
7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer
or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section
7.01.


 


Section 6.06 Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to


 



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supervise the performance of the Trustee, the Master Servicer,
the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07    The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have
if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08     The
Directing Certificateholder and the Risk Retention Consultation Party. (a) Other than with respect to any Serviced AB Whole
Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so
long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise
(1) the Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other than any Excluded Loan or Servicing
Shift Mortgage Loan) and (2) the Special Servicer with respect to all Non-Specially Serviced Loans (other than any Excluded Loan
or Servicing Shift Mortgage Loan), as to all Major Decisions for all Mortgage Loans that are not Specially Serviced Loans (other
than any Excluded Loan) and notwithstanding anything herein to the contrary, except as set forth in, and in any event subject
to this Section 6.08, for so long as no Control Termination Event has occurred and is continuing (such limitation not to
be applicable to a Loan-Specific Directing Certificateholder), the Master Servicer and the Special Servicer shall not be permitted
to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period,
any “major decision” (as defined in the related Intercreditor Agreement) unless the consent of the related AB Whole
Loan Controlling Holder has been obtained by the Special Servicer or (B) any of the following actions (each, a “Major
Decision”) as to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or if
the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after the Directing Certificateholder’s
receipt of a written report by the Special Servicer describing in reasonable detail (I) the background and circumstances requiring
action of the Special Servicer, (II) a proposed course of action recommended and (III) all information reasonably requested by
the Directing Certificateholder, and in the Special Servicer’s possession in order to grant or withhold such consent, which
report may (in the sole discretion of the Special Servicer) take the form of an Asset Status Report (the “Major Decision
Reporting Package”) (provided that if such written objection has not been received by the Special Servicer within
such ten (10) Business Day period, then the Directing Certificateholder will be deemed to have approved such action):


 


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


 


(ii)           any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments, acceptance of discounted payoffs) of a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
other than in connection


 



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with a maturity default if a refinancing or sale is expected within 120 days as provided in clause (xiii)
of the definition of Master Servicer Decision;


 


(iii)          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 pursuant to Article IX hereof) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the special servicer
is permitted to sell in accordance with the PSA, in each case for less than the applicable Purchase Price;


 


(iv)         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;


 


(v)          any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the specific
terms of the related Mortgage Loan documents;


 


(vi)         any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than any
Non-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 or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as described under clause (xiv) of the definition of “Master Servicer Decision”;


 


(vii)        consent
to actions and releases related to condemnation of any material parcels of a Mortgaged Property or of any material income producing
parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the related
Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due;


 


(viii)       any
determination of an Acceptable Insurance Default;


 


(ix)          (1)
any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a principal balance
greater than $25,000,000 or (y) for which the debt service coverage ratio and debt yield for such Mortgage Loan (or Whole Loan,
if applicable) is less than the greater of (X) the debt service coverage ratio and debt yield for such Mortgage Loan as of the
origination date of such Mortgage Loan and (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio and debt yield
for such Mortgage Loan as of the most recent quarterly reporting period or (B) where the property management company will be an
affiliate of the related borrower following such change or (2) franchise changes (with respect to a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is required to consent or approve under
the Mortgage Loan documents);


 


(x)           any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback”


 



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or similar escrows or reserves, including the funding or disbursement of any such
amounts with respect to any Mortgage Loan, but excluding, as to any Mortgage Loan that is not a Specially Serviced Loan, any Routine
Disbursements or any other funding or disbursement as mutually agreed upon by the master servicer and special servicer); provided,
however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks and related letters of credit exceed,
in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans
will be identified on Schedule 3 hereto), no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit
shall be deemed to constitute a Routine Disbursement, and shall instead constitute Major Decisions, except for the routine funding
of tax payments and insurance premiums when due and payable (provided that the Mortgage Loan is not a Specially Serviced Loan);


 


(xi)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a borrower or guarantor releasing
a borrower or guarantor from liability under a Mortgage Loan (other than any Non-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;


 


(xii)         any
exercise of a material remedy with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan
following a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents;


 


(xiii)        any
modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, co-lender or similar agreement
or any action to enforce rights with respect to the Mortgage Loan thereunder (other than with respect to any Excluded Loan and
other than with respect to an amendment splitting any Pari Passu Companion Loan or any Subordinate Companion Loan), to the extent
the Directing Certificateholder or the holder of the majority of the Controlling Class or any affiliate thereof does not own any
controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan, except that if any such modification
or amendment would adversely impact the master servicer or special servicer, such modification or amendment will additionally require
the consent of the master servicer or special servicer, as applicable, as a condition to its effectiveness;


 


(xiv)        agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance collateral
required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance
if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xv)         approve
or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s
ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;


 






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(xvi)        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 grant approvals, including granting of subordination,
non-disturbance and attornment agreements and consents involving leasing activities that involve a ground lease and any leasing
activities that affect an area greater than 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);


 


(xvii)       any
consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the extent
the mortgagee’s approval is required under the related Mortgage Loan documents; and


 


(xviii)      approving
annual operating budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio
below 1.40x (to the extent lender approval is required under the Mortgage Loan documents) that provide for (i) operating expenses
equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to persons or entities known
by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at
the origination of the related Mortgage Loan or Whole Loan); and


 


(xix)        approving
waivers regarding the receipt of financial statements other than as provided in clause (ii) of the definition of “Master
Servicer Decisions”;


 


 provided, however,
that, in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with
respect to the foregoing matters, or any other matter requiring consent of (i) the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole
Loan Controlling Holder, prior to the occurrence and continuance of an AB Control Appraisal Period) is necessary to protect the
interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the
holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such action without
waiting for the Directing Certificateholder’s response or the AB Whole Loan Controlling Holder’s response (or without
waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party, the AB Whole Loan Controlling
Holder or the Operating Advisor, as the case may be); provided that the Special Servicer or the Master Servicer, as the
case may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following
such action including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor the Special Servicer
is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter requiring
consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event; provided,
however, that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the
Directing Certificateholder only, prior to the occurrence of a Consultation


 



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Termination Event, the Special Servicer shall consult
with the Directing Certificateholder in connection with any Major Decision not relating to any Excluded Loan (and any other actions
which otherwise require consultation with the Directing Certificateholder prior to the occurrence and continuance of a Consultation
Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder, in respect thereof.
In the event the Special Servicer receives no response from the Directing Certificateholder within ten (10) Business Days (or
if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) following its written request
for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder
on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond
shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In addition,
after the occurrence and during the continuance of a Control Termination Event and with respect to any AB Mortgage Loan, after
the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, the Special
Servicer shall also consult with the Operating Advisor (in person or remotely via electronic, telephonic or other mutually agreeable
communication) in connection with any proposed Major Decision processed by the Special Servicer (and any other actions processed
by the Special Servicer which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response
from the Operating Advisor within ten (10) Business Days following the later of (i) its written request for input on any required
consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the
subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the
specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters
shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any
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 the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in this Section 6.08 for consulting with the Operating Advisor.


 


In addition, (i) for
so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any applicable
Excluded Loan with respect to the Risk Retention Consultation Party), and (ii) during the continuance of a Consultation Termination
Event, with respect to any Serviced Mortgage Loan (other than any applicable Excluded Loan with respect to the Risk Retention Consultation
Party), upon request of the Risk Retention Consultation Party, the Master Servicer and the Special Servicer shall consult with
the Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing (and such
other matters that are subject to the non-binding consultation rights of the Risk Retention Consultation Party pursuant to this
Agreement) and to consider alternative actions recommended by the Risk Retention Consultation Party in


 



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respect of such Major Decision
(or any other matter requiring consultation with the Risk Retention Consultation Party); provided that in the event the Master
Servicer or Special Servicer, as applicable, receives no response from the Risk Retention Consultation Party within 10 days following
the later of (i) the Master Servicer’s or the Special Servicer’s, as applicable, written request for input on any requested
consultation and (ii) delivery of all such additional information in the possession of the Master Servicer or the Special Servicer,
as applicable, reasonably requested by the Risk Retention Consultation Party related to the subject matter of such consultation,
the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Risk Retention Consultation
Party on the specific matter; provided, however, that the failure of the Risk Retention Consultation Party to respond
will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with the
Risk Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or
any other Mortgage Loan. For the avoidance of doubt, (x) the Risk Retention Consultation Party shall not have any consultation
rights with respect to any related Excluded Loan and (y) any consultation with the Risk Retention Consultation Party under this
Agreement shall occur only upon request of the Risk Retention Consultation Party, and any such consultation shall be on a strictly
non-binding basis and shall be subject to all limitations with respect to the procedures and timing for such consultation set forth
in this Section 6.08(a).


 


The Risk Retention Consultation
Party acting in its capacity as 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.


 


Subject to the terms
and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan) unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such request with respect to a Mortgage
Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent or deemed consent as set forth in this Section 6.08
and the Directing Certificateholder’s consent or deemed consent as set forth in this Section 6.08.


 


Notwithstanding anything
herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Certificateholder
shall, pursuant to the related Intercreditor Agreement, exercise any consent and consultation rights, and rights to provide direction
to the Master Servicer or Special Servicer, of the “Directing Certificateholder” with respect to such Mortgage Loan
as provided for in this Agreement until the Servicing Shift Securitization Date.


 


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the
Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request
or the


 



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Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer
by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested by the Special
Servicer relating to such Major Decision, and, to the extent mutually agreed by the Master Servicer and the Special Servicer, any
reasonably requested analysis relating to such Major Decision. Notwithstanding the foregoing, if the Master Servicer and the Special
Servicer mutually agree in accordance with the Servicing Standard that the processing of such a Major Decision by the Master Servicer
would be more efficient by virtue of the fact that the Master Servicer is handling or is expected to handle other major decisions
(which may include Major Decisions in this transaction) or other borrower requests under comparable circumstances, then the Master
Servicer may process such Major Decision (including interfacing with the borrower and providing a written recommendation and analysis
to the Special Servicer) with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion
Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent and the Directing Certificateholder’s consent (both
of which will be deemed given if no response is received within the later of (i) ten (10) Business Days (or with respect to the
Directing Certificateholder, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days)
after the Special Servicer’s receipt of the Master Servicer written recommendation and analysis and (ii) delivery of any
additional information in the possession of the Master Servicer reasonably requested in order to grant or withhold such consent).


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a) or this paragraph,
may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a
Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is not in the best interests of
the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB
Whole Loan Controlling Holder, as applicable) or any advice from the Directing Certificateholder or the Risk Retention Consultation
Party (or the AB Whole Loan Controlling Holder, as applicable), would cause the


 



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Special Servicer or Master Servicer, as applicable,
to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard,
the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing
Certificateholder or the Risk Retention Consultation Party (or the AB Whole Loan Controlling Holder, as applicable), the Trustee
and the Rating Agencies 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 Certificateholder or the Risk Retention Consultation Party (or the AB Whole Loan Controlling Holder, as applicable)
that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this
Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


In addition, with respect
to any matter for which the consent of the Directing Certificateholder is required or for which the Directing Certificateholder
has the right to direct the Master Servicer or the Special Servicer, to the extent no specific time period for deemed consent is
expressly stated, in the event no response from the Directing Certificateholder is received within 10 Business Days following written
request for input and all reasonably requested information on any required consent or direction, the Directing Certificateholder
shall be deemed to have consented or approved on the specific matter; provided, however, that the failure of the
Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced
Whole Loan or any other Mortgage Loan.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its


 



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acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)           Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence and continuance of
an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder shall have no right to consent to
or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master
Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect
to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or refrained from taking to
the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to
any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder shall have no direction, consultation or
consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


(c)           DBNY
shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the terms
of this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled
to assume that the Risk Retention Consultation Party has not changed absent such notice.


 


(d)           Once
a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless DBNY shall have notified the Master Servicer, the


 



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Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor and each other Holder of the VRR Interest, in writing, of the selection of such
new Risk Retention Consultation Party (including the new contact information).


 


(e)           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 Holders of the Class VRR Interest Certificate; (iii) the
Risk Retention Consultation Party does not have any liability or duties to the Holders of any Class of Certificates; (iv) the Risk
Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including the Class VRR
Interest Certificates over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention
Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through (iv)
above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer,
employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination. “Servicer Termination Event,” wherever used herein, means, with respect to the Master Servicer or the
Special Servicer, as the case may be, any one of the following events:


 


(i)            (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)           any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)          any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A)
with respect to any year that a report on Form 10-K is required to be filed, five (5)


 



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Business Days in the case of the Master Servicer’s
or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case of
the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium
for any property insurance policy required to be maintained) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other
party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this
Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all Voting Rights or,
solely as it relates to the servicing of a Serviced Whole Loan, if affected by that failure, by the holder of the related Serviced
Pari Passu Companion Loan; provided, however, if such failure is capable of being cured and the Master Servicer or
Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)          any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of thirty
(30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master
Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing of a Serviced
Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)           a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60)
days; or


 


(vi)          the
Master Servicer or 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 Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 






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(vii)         the
Master Servicer or 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;
or


 


(viii)        the
Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
sixty (60) days; or


 


(ix)           (a)
the Master Servicer or the Special Servicer, as applicable, has failed to maintain a ranking by Morningstar equal to or higher
than “MOR CS3” as a master servicer or a special servicer, as applicable, and such ranking is not reinstated within
60 days of such event (if the Master Servicer or the Special Servicer, as applicable, has or had a Morningstar ranking on or after
the Closing Date) or (b) if the Master Servicer or the Special Servicer, as applicable, has not been ranked by Morningstar on or
after the Closing Date, and Morningstar has qualified, downgraded or withdrawn the then-current rating or ratings of one or more
Classes of Certificates or placed one or more Classes of Certificates on “watch status” in contemplation of a rating
downgrade or withdrawal publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as
the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status”
placement has not been withdrawn by Morningstar within 60 days of such event; or


 


(x)            the
Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch
and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


 


(b)           If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor (with a copy to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark 2019-B11
– Post per Section 3.13(k) of PSA”), all of the rights (subject to Section 3.11 and Section 6.04) and
obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as
a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled
to the payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under
this Agreement for services rendered and expenses incurred. From and after


 



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the receipt by the Affected Party of such written notice
except as otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Affected 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 Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with
all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s, as
the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that the Master
Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d)
(with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master
Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and
its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any
such termination).


 


(c)           If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), Section 7.01(a)(ix) or (x), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with
Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans
under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder.
In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master
servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Whole
Loan. Any


 



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Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time
be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof)
that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related
Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any
appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (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 pursuant to Section 3.25).


 


(d)           Subject
to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with respect
to any Excluded Loan, the Directing Certificateholder, at any time prior to the occurrence and continuance of a Control Termination
Event, and subject to the right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified
Replacement Special Servicer and the right of the Certificateholders to approve the replacement of the Special Servicer with such
Qualified Replacement Special Servicer pursuant to this Section 7.01(d), shall be entitled to terminate the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Special Servicer under this Agreement, with or without cause,
upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the requirements
of this Section 7.01(d); provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’
notice set forth in this Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s
right to terminate the Special Servicer’s rights and obligations under this Agreement without cause with respect to such
Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of such Special Servicer,
the Directing Certificateholder (other than with respect to any Excluded Loan) shall appoint a successor special servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers
Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies
deliver 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 pursuant to Section 3.25) and (iii) no replacement of the Special
Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity,
the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of
such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special
servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


 






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After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
and Class VRR Interest Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal
Balance Certificates and Class VRR Interest Certificates requesting a vote to replace the Special Servicer with a new special servicer
designated in such written direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and out-of-pocket
expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in
connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders
to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation
shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by
mail conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received within
one hundred-eighty (180) days of the posting of such notice, and if not so received, such votes shall be null and void ab initio.
Upon the written direction of Holders of Certificates evidencing at least 50% of a Certificateholder Quorum of Certificates, the
Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor
special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices
via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices
are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall
not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency
Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special servicer
becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement
from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption
agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an
opinion of counsel reasonably satisfactory to the Certificate Administrator 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
with respect to any Serviced AB Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be
enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the
related Non-Serviced Mortgage Loan, and such Non-Serviced Special Servicer


 



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has not otherwise been terminated, the holder of the
related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction
of the Directing Certificateholder)) shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event (or
similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


After the occurrence
of a Consultation Termination Event, if the Operating Advisor determines in its sole discretion exercised in good faith that (i)
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard and (ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective
whole, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to time
to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer, which
shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all
Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard, which
requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so
received, such votes shall be null and void ab initio. Upon (i) the affirmative vote of Holders of Principal Balance Certificates
evidencing at least a majority of a quorum of Certificateholders and (ii) receipt of Rating Agency Confirmation from each Rating
Agency with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended
by the Operating Advisor following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate all of the
rights and obligations of the Special Servicer under this Agreement and appoint such successor Special Servicer and (ii) 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 and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an
additional expense of the Trust. In the event that the Certificate Administrator does not receive the affirmative vote of at least
a majority of the quorum described in clause (i) of the preceding sentence, then the Trustee shall have no obligation to
remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer shall
have


 



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agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s
successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of
the Special Servicer with respect to a Serviced AB Whole Loan so long as the AB Whole Loan Controlling Holder is not subject to
an AB Control Appraisal Period under the related Intercreditor Agreement. For the sake of clarity, the recommendation of replacement
of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special
Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided that
such replacement may not be the removed Special Servicer or its Affiliate.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). The reasonable
fees and out-of-pocket expenses of any such termination made by the Directing Certificateholder without cause shall be paid by
the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)           The
Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required
by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Sections 7.01(a)(viii), 7.01(a)(ix)
and (x), and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii), Section 7.01(a)(ix) or (x).


 


(f)            Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may
not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)           (i)
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan,
if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence


 



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and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the
Directing Certificateholder, shall appoint (and may remove and replace with or without cause) an Excluded Special Servicer, as
successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement.
After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special
Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select 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. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings
with respect to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded
Special Servicer, is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor
(and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Certificate Administrator), the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded
Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall
become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and
after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however,
that the related Excluded Special Servicer will not be required to resign if the Directing Certificateholder determines that such
Excluded Special Servicer may continue to serve as Special Servicer for the applicable Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
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.


 






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Section 7.02     Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination for cause
pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period
specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master Servicer
or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder
as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer,
as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the
benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer or
Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master
servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer
or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer
or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor
Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations
as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject
to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to
which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee
succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the
same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything
in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer
or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the
above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable,
or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if, (i) prior to
the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, the Directing
Certificateholder or the Holders of Certificates entitled to 25% of the Voting Rights so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets
the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special


 



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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. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be
effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) upon 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 pursuant to Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance
of a Control Termination Event and other than with respect to an Excluded Loan) by the Directing Certificateholder, such approval
not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment
of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption of
a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall
be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee,
the Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated with
the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer
(as the case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer
for such expenses within ninety (90) days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability
for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs
and expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the
Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate the Master Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for
such expenses pursuant to this paragraph.


 


Section 7.03     Notification
to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to


 



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the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)           Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04     Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within
twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event;
provided, however, that a Servicer Termination Event under clause (i), (ii), (viii), (ix)
or (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes and a
Servicer Termination Event under clause (iii) of Section 7.01(a) relating to Exchange Act reporting may be waived
only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event
shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs
and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior
to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any
right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of
the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.


 


Section 7.05    Trustee
as Maker of Advances. In the event that 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 (5) Business Days following such
failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing
Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the
Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been cured. 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 P&I Advance or Servicing
Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s
default in its


 



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obligations hereunder); provided, however, 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
hereunder.


 


[End of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee 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 his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(b)           The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II, 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 to the requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party
providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)           No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by


 



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the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)          Neither
the Trustee nor the Certificate Administrator, as applicable, shall be 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 evidencing not less than 25% of the
percentage interest of each affected Class, or of the Voting Rights of the Certificates, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust
or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting
Rights is required for such action).


 


(d)           The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section 8.02     Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)            The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)           The
Trustee and the Certificate Administrator may consult with counsel and the 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 therewith;


 






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(iii)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, 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 man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)          Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)           Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
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;


 






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(vii)         For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any
Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon
the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,
failure or breach which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)        Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset Representations
Reviewer or the Depositor;


 


(ix)          Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


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


 


(xii)         Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)        Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 






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The Certificate Administrator
shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as 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 and Authenticating Agent).


 


Section 8.03    Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections
2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in
good faith, pursuant to this Agreement.


 


Section 8.04    Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee or the Certificate Administrator.


 


Section 8.05    Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a) As compensation
for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee
Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan
and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to
the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from
time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months. The


 



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Trustee Fee (which
shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts hereby created and
in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)           The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to its enforcement of its indemnification under this Agreement or relating to the exercise and performance
of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively, hereunder; provided,
however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements
incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee
or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are
not “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability
or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations
or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the
Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator,
respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator
in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)           Each
of the Certificate Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor (and, with
respect to Certificate Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor (and,
with respect to the Certificate Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party claim under
the Securities Act,


 



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the Exchange Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate Administrator,
a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the
Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO, of its obligations
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make information available
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and
duties under this Agreement or (B) with respect to the Master Servicer and Special Servicer, severally and not jointly (i) a breach
by the Master Servicer or Special Servicer, as applicable, of any of its obligations to deliver information to the 17g-5 Information
Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section
3.12, Section 3.17(c), Section 3.18(g), Section 11.09, Section 11.10 and Section 11.11,
or (ii) a breach by the Master Servicer or Special Servicer, as applicable, of any of its obligations set forth in Sections
3.13(d), (g) and (i).


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and will be required to resign if it fails to be, (i) 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, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “BBB+” by S&P and “A” by Fitch; 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 “A-” by Fitch, (b) its short-term debt obligations have a short-term rating
of not less than “F1” by Fitch and “A-2” by S&P, and (c) the Master Servicer maintains a rating of
at least “A+” by Fitch and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as applicable, shall elect either
to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to
the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable, from a state and local jurisdiction that
does not impose such a tax.


 






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Section 8.07    Resignation
and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written notice thereof
to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider (with a copy to EURRCompliance@wellsfargo.com
under the subject line “EURR: Benchmark 2019-B11 – Post per Section 3.13(k) of PSA”), and all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section
3.13(c). Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint
a successor trustee or certificate administrator acceptable to, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Certificate Administrator or the Trustee,
as applicable, by the Depositor. In the event of a resignation pursuant to this Section 8.07(a), the resigning Trustee
or Certificate Administrator, as the case may be, must pay all costs and expenses associated with the transfer of its responsibilities.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety
(90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any
court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and any
expenses associated with such petition shall be an expense of the Trust.


 


(b)           If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days,
or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be


 



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delivered to the Master Servicer, the Special Servicer
and the Certificateholders by the Depositor. If no successor trustee or certificate administrator has accepted an appointment within
ninety (90) days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable, may petition
any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition
shall be an expense of the Trust. In the event of any such termination with cause pursuant to this Section 8.07(b), the
successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect
the transfer of responsibilities from its predecessor.


 


(c)           The
Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)           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 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)           Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) 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


 



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of the successor, as trustee for the registered Holders of Benchmark 2019-B11 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 or in blank, and (ii) in the case of the other assignable
Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign such Mortgage
Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and
assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee,
as requested, and the Master Servicer and the Depositor 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, as trustee for
the registered Holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 or
in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement
of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the
Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any
other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer
and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor
trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements
and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same
in such certification.


 


(f)            Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08     Successor
Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor
Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor
Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become
the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee
to perform its obligations hereunder.


 






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(b)           No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)           Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders (with a copy to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark
2019-B11 – Post per Section 3.13(k) of PSA”). If the Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


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 applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located or for enforcement actions or where
a conflict of interest exists, the Master Servicer 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 as co-trustee or co-trustees, jointly with the Trustee,
or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If
the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to
do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to
make such appointment. 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. All co-trustee fees shall be payable out of the Trust Fund.


 



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(b)       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, 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 or the Special 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 or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       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. 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.
Every such instrument shall be filed with the Trustee.


 


(d)       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.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section 8.11
     Appointment of Custodians. The Certificate Administrator is hereby appointed as the
Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the
retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the
Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more
Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its
obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian
other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions
policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 



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Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, 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;


 


(ii)       The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and 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, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the 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;


 


(vi)      No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee 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 for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order


 



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which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13
    Provision of Information to Certificate Administrator, Master Servicer and Special
Servicer. The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate
Administrator with notice of any change in the identity and/or contact information of any Serviced Companion Noteholder (to
the extent it receives written notice of such change). The Certificate Administrator, Master Servicer and Special Servicer
may each conclusively rely on the information provided to them regarding identity and/or contact information regarding any
Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall
have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the
identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct
information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator,
Master Servicer or Special Servicer, as applicable.


 


Section 8.14     Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)        The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


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


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and


 



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the rights of creditors of national banking associations specifically and (b) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Certificate Administrator is not in violation of, and 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, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)      No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; 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 Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15      Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master
Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 



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[End of Article VIII]


 


Article
IX



TERMINATION


 


Section 9.01     Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the
Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
(i) any obligations of the parties hereto under this Article IX, (ii) the obligations of the Certificate Administrator to
provide for and make payments to Certificateholders as hereafter set forth and (iii) the indemnification rights and
obligations of the parties hereto), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of the
last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of
the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the
Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO
Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any,
included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent
MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights of the Classes
of Certificates then outstanding (other than the Controlling Class unless the Controlling Class is the only Class of
Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object
within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer with
respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a 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 Mortgaged Property, as determined by
the Non-Serviced Master Servicer in accordance with clause (2) above, minus (b) solely in the case where the Master
Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d)
and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R
and Class S Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the
immediately succeeding paragraph; provided, however, that in no event shall the Trust created hereby continue
beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St.


 



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James’s, living on the date hereof. Upon termination of
the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian shall release or cause to be
released to the Servicer, at the address provided in Section 13.05 of this Agreement or to such other address designated by
the Servicer in writing, any Mortgage Files remaining in its possession.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and Class S Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the
date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to
Section 3.05(a), 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 Lower-Tier REMIC Distribution Account and the
Excess Interest Distribution Account on the Master Servicer Remittance Date related to such Distribution Date in which the final
distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the Class
R and Class S Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from
the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust
Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator
shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the


 



    406


     


    

 


Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class
R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage
Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier
REMIC Distribution Account not later than the Master Servicer Remittance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which
portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC
Distribution Account and the Excess Interest Distribution Account all amounts required to be transferred thereto on such Master
Servicer Remittance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that
such final deposits and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the
Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the
Class R Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining
in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent


 



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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 and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I
Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate
and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates
at the offices of the Certificate Registrar or such other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the
Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) any remaining amounts of Prepayment Premiums and Yield Maintenance
Charges distributable to the Holders of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H Certificates pursuant
to Section 4.01(e), (iii) to the Holders of the Class S Certificates so presented, any remaining amounts on deposit in the
Excess Interest Distribution Account, and (iv) any remaining amount shall be distributed to the Class R Certificates in respect
of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account
to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation
of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(e)
and 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the
benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed
of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02     Additional
Termination Requirements. In the event the Master Servicer or the Special Servicer purchases, or the Holders of the
Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and
Lower-Tier REMIC shall be terminated in accordance with the following additional


 



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requirements, which meet the definition of a
“qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)        the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)      within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article
X


 


ADDITIONAL REMIC PROVISIONS


 


Section 10.01   REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust
REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made
on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in
which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of
the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as a class of “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the
Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular
Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as
the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer
or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in
any Trust REMIC other than the foregoing interests.


 


(b)       The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 



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(c)       The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of
the Class R Certificates agree that: the Certificate Administrator shall be designated as the “partnership representative”
(within the meaning of section 6223 of the Code) of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates
hereby agree to such appointment and designation.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service a Form 8811, within
thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall sign, the Form 8811.


 


(f)        The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, 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 (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”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking


 



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such action is
in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust or any
Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)       In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), 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, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust 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
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as
applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier
REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a), to the extent they
are fully reimbursed for any


 



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Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of
the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be
responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their
respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)        Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


 


(j)        Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)       Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount of
each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)        None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire
any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account
for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely
the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any
Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)      The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under


 



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Section 6225 of the Code (or successor provisions)
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of Class R Certificate,
past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 


Section 10.02    Use
of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through its
Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


(b)       The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03    Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or
cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the
Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield,
Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)       The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04    Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense,
one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC
Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree
to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not
relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to
the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person
appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such
capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate
Administrator, then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 



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(b)       Any
Person into which any REMIC 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 any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator 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 REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article
XI


 


EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01    Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement 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 the related rules and regulations of the Commission. The
Depositor shall not 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 hereto acknowledge
that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the
Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of
any Other Securitization that includes a Serviced Companion Loan) in 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”). In connection with the Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11, and any Other Securitization subject to


 



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Regulation AB that includes a
Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian
and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other
Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion
Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other
Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any
and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to
permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with
such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian,
the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Servicing Function Participant,
or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the
Depositor or the related Other Depositor 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 11.01, but in any
event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each
Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, 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 11.02    Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as
servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or such
Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special
Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall
provide to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15)
calendar days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the
Depositor), (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Depositor, all information relating to such successor reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act); provided, however that if
disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement, the
Master Servicer, the Special Servicer or any Additional Servicer, as the case may be, shall submit such disclosure to the
Depositor no later than the first Business Day after the effective date of such succession or appointment.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer
and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating


 



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Advisor, the Asset
Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a
“Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and
(ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor
were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer,
such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing
Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver
to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required to be delivered.
For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations
hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 



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(d)       In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)       Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations
under such Initial Sub-Servicing Agreement.


 


(f)        Any
information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any applicable
expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the information
relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.02.


 


Section 11.03   Filing
Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the
satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms
8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)       In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly
notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor


 



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and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include
such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and
such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of Form
15, 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 parties observing all
applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06,
11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Agreement. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, 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 11.04   Form
10-D and Form ABS-EE Filings. (a) Within fifteen (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, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. 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 following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB 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), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related


 



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Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by
facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall have any
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under
this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan
for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer,
(iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account
(to the extent the related information has been received from the Special Servicer within the time period specified in Section
11.04 hereof) and the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution
Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve
Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan
Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


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 twelve (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 ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than the
5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or
the Special Servicer, as applicable, substantially in the form of Exhibit KK


 



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(A) the amount of any such Additional Debt
or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio
calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV
Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Kunal K. Singh, Telephone: (212) 834-5467. 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 12.01(b), 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 Owners pursuant to Section 5.06, 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.


 


(b)       After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D and
Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, 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 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor
shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an
original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator
agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of
attorney meeting


 



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the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution
of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form
ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable,
as attorney in fact for the Depositor. As provided in Section 11.04(a), 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 10-D or
Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator.
The signing party at the Depositor for any Form 10-D or Form ABS-EE can be contacted at Ian W. Sterling, Executive Director &
Assistant General Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New
York 10004-2413, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage
Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) and
Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b) and
Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense,
damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability or
failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution
or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), 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 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any
Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), 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


 



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approval. Any questions are to be directed to Midland Loan Services, a Division of PNC Bank, National Association
at the email address provided with the submission of such CREFC® Schedule AL File and Schedule AL Additional File
(or such other email address or phone number provided to the Certificate Administrator and Depositor by written notice from the
Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer any 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 promptly.


 


Section 11.05   Form
10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the
fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the
“10-K Filing Deadline”), commencing in March 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 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 the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)
(x) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.10; and (y) an annual report on assessment of compliance with servicing criteria
for the EU Reporting Administrator similar to a report required on the part of Reporting Servicers under Section 11.10;


 


(B)      if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such
instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included; provided, however, that the


 



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information otherwise described in the preceding clause (y) (with respect
to the EU Reporting Administrator) shall not be required if either (I) such fiscal year is neither the first fiscal year in which
a data template report contemplated under the final sentence of Section 3.13(k) was received by the Certificate Administrator
nor a fiscal year thereafter, or (II) there ceased to be an EU Transparency Designee before such fiscal year;


 


(iii)      (x)(A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and if any registered public accounting firm attestation report described under Section
11.11 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such
registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report
is not included and an explanation why such report is not included; and (y)(A) a registered public accounting firm attestation
report for the EU Reporting Administrator similar to an attestation report required for a Reporting Servicer under Section 11.11,
and (B) if any such registered public accounting firm attestation report 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;
provided, however, that the information otherwise described in the preceding clause (y) (with respect to the EU Reporting
Administrator) shall not be required if either (I) such fiscal year is neither the first fiscal year in which a data template report
contemplated under the final sentence of Section 3.13(k) was received by the Certificate Administrator nor a fiscal year
thereafter, or (II) there ceased to be an EU Transparency Designee before such fiscal year;


 


(iv)       a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


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 following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com and also (ii)
by email to form10K.compliance@cwt.com.


 


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2020, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the


 



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Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC 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 expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


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 twelve (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 ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than March
1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)       After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for 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 at such time. 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 shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Ian W. Sterling,
Executive Director & Assistant General Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st
Floor, New York, New York 10004-2413, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.05 related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional
Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this


 



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Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any 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 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement or from the EU Reporting Administrator (or any
Servicing Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Upon
written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator shall
confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this
Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06   Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other
Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the
case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to conduct an Asset Review or prepare or deliver an Asset Review Report) shall provide, and (i) with
respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a
Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii)
with respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect
to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the
Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually
and collectively, the “Certifying Person”), on or before March 1st of each year commencing in March 2020,
a certification substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, each
entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other
than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage
Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that
engaged such Servicing Function Participant shall not exclude information that would have been provided by such Servicing
Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage
securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely
and complete contact information for the parties to


 



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such Other Securitization, each Reporting Servicer, upon not less than
thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect
to such Other Securitization either the Performance Certification or a separate certification in form and substance similar
to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which
the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates
can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special
Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being
delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section
11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies
or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants to render
the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant
to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be,
such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06 with
respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing
agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 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 (including a Significant
Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (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.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall
be obligated to do so.


 


Section 11.07  Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form
8-K, as required by the Exchange Act, provided that the Depositor shall file the


 



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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 following paragraph
be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by
the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit
DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications.


 


After preparing the Form
8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer 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. 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 11.03(b). The Certificate Administrator shall file such Form 8-K (and transmit
a copy thereof to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark 2019-B11 – Post per Section
3.13(k) of PSA”). Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet
website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be
contacted at Ian W. Sterling, Executive Director & Assistant General Counsel, J.P. Morgan


 



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Chase Commercial Mortgage Securities
Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number: (917) 464-6116, with a copy to Kunal Singh,
President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179,
telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.07 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 11.07. Neither the Trustee
nor the Certificate Administrator shall have any 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, on a timely basis, any information from the parties to this
Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master
Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly
notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect
to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and
the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence,
of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting requirements
of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


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 the
related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to
be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator
has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   Form
15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall
prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or 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, the
obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall
be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due
until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers


 



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and all
other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor
shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate
Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section
11.04, Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI
shall recommence.


 


Section 11.09   Annual
Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the
Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying
Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to and (ii)
with respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to), on or before March 1st of each
year commencing in March 2020, furnish to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by
the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider
(who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached
hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor)
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding
calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such
officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such
Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such
providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying
Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer that is also a Servicing Function
Participant that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to
cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a
servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such
statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet
website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate,
the Depositor may review each such Officer’s Certificate and, if applicable, consult


 



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with the Certifying Servicer as to
the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer
has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying
Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary
servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be
delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of
any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed
in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional
Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period
of time that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10
  Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before 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 the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer,
each at its own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by
such Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a
Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish
and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate
Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on
its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information
Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that
complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with
the Servicing Criteria applicable to it that contains (A) a


 



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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 Relevant
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 11.05, 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. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments
until April 15th in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other
Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or
the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)       The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)       No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with


 



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respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
shall also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial
Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other
Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide)
an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)       The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


Section 11.11    Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing in March 2020,
the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate
Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a
Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and
(ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which
may also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member
of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator
(who will promptly post such report on the Certificate Administrator’s


 



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Website pursuant to Section 3.13(b)) and
the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the
17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain
matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria applicable to it 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 issuing an opinion as to whether
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly
stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each such related
accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use
language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to
procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee.
Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such
report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to
the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the
Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of
such reports until April 15th 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 with respect to the Trust for the preceding fiscal year.


 


Section 11.12   Indemnification.
Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
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out of (i) an actual breach by the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii)
delivery of any Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other
Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide
any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff 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 Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for


 



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timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to
directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that 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
11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such
response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting
Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or
its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff and provide the
Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other 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 or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor
or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be
at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with
the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an
itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall 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 Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual compliance


 



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statements or annual servicing criteria compliance
reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into
a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13   Amendments.
This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for
purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of
the rating agencies 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 pursuant to Section 3.25), or the
consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that
the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11
shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, without a confirmation of the rating agencies 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 pursuant to Section 3.25).


 


Section 11.14   Regulation
AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the
Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh, email:
US_CMBS_Notice@jpmorgan.com, with a copy to J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, Floor
21, New York, NY 10004-2413, Attention: SPG Legal, email: US_CMBS_Notice@jpmorgan.com.


 


Section 11.15    Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with


 



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respect to any Serviced Pari
Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such
Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or
such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to
comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that
such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3),
(c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such
other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer understands that such information may be included in
the offering material related to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an
agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters
involved in the offering of the related Certificates harmless for any costs, liabilities, fees and expenses incurred by the
depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements or
omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon
any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any
specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such
information pertains to the Certificate Administrator individually and not to any specific aspect of the
Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or
obligations under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer
individually and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as
applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a)
(to the extent the cost thereof is paid by the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent
that the information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as
applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is
substantially and materially similar to the information provided by such party with respect to the offering materials related
to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the
interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any
indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in
connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related
indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s
obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage Loan Seller (or
permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than ten (10) Business
Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the
reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing
and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 



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(b)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall
consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
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in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(c).


 


(d)       On
or before March 1st of each year commencing in March 2020 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was
filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report
on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item
1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(d).


 


(e)       On
or before March 1st of each year commencing in March 2020 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not
required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was
filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with


 



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respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)        Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required
to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports
or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior
to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 


(g)       With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master
Servicer and the 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 or the Special 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 Mortgagor, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the
updated financial statements of such “significant obligor” for any calendar year from the related Mortgagor, beginning
for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer or the Special 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 or the Special
Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial


 



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statement receipt occurs
less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
or Special Servicer, as applicable, does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item
1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer or Special
Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization that includes the related Companion
Loan (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information. The Master Servicer or Special Servicer, as applicable, 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 Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer or
Special Servicer, as applicable, 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 Mortgagor 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 Pooling and Servicing Agreement.


 


Section 11.16   Certain
Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor” (within
the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to
the Trust.


 


Section 11.17   Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to a
Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace
period applicable to such party’s obligations under Article XI as provided for in such clause (iii) nor
shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article
XI; provided that if any such party fails to comply with the delivery requirements of this Article XI by
the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master
Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article
XI as provided for in such clause (iii) nor shall any such party be deemed to


 



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not be in compliance under this
Agreement, for failing to deliver any item required under this Article XI by the time required hereunder with respect
to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange
Act reports.


 


[End of Article XI]


 


Article
XII


 


THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01   Asset
Review. (a) On or prior to each Distribution Date, based on either the CREFC® Delinquent Loan Status
Report or the CREFC® Loan Periodic Update File, the Certificate Administrator shall determine if an Asset
Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall
promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required to be delivered
to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator by posting
such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the
Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to
the 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 [Date of Distribution], the following mortgage loans identified below are 60
or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”. On
each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become a
Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased
to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
and/or (3), deliver written notice of such information (which may be via email) substantially in the form attached
hereto as Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within
ninety (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 all Certificateholders
and the Asset Representations Reviewer and conduct a solicitation of votes in accordance with Section 5.10 to authorize
an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority
of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”),
the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters,
the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention Consultation Party and the Certificateholders (with
a copy of such notice to


 



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EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark 2019-B11 – Post per
Section 3.13(k) of PSA”). (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative
Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer shall 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) an Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has received
any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause
(C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5) for all Mortgage
Loans), the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially Serviced Loans)
and the Special Servicer (with respect to the following clauses (6) and (7) for Specially Serviced Loans), in each
case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except
with respect to the following clause (7)) after receipt of such notice from the Certificate Administrator, provide or make
available, the following materials (in secure electronic format) 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;


 


(3)      
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 



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(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(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 any 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 ten (10) Business
Days after receipt of the Review Materials, identified in clauses (1) through (6) above, notify the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing
documents, and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event later than ten (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 identifying the documents being requested and sent to the notice address for the related party set
forth in Section 13.05 of this Agreement. In the event any missing documents are not provided by the Master Servicer or
Special Servicer, as applicable, within such 10-Business Day period, the Asset Representations Reviewer shall request such documents
from the related Mortgage Loan Seller; provided that the Special Servicer or the Master Servicer, as applicable, shall,
and the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional documents
only to the extent such documents are in the possession of such party.


 


(iii)         The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any


 



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such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)      Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a
review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to
each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with
the Asset Review Standard and the procedures set forth on Exhibit QQ-A, QQ-B and QQ-C hereto (such procedure,
a “Test”); provided, however, the Asset Representations Reviewer may, but is under no obligation to,
modify any Test and/or associated Review Materials described in Exhibit QQ if, and only to the extent, the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review
Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage
Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent 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)       The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)      The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively
rely on such Review Materials.


 


(vii)     The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty (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; provided that 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 Delinquent Loan.
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 Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession or by the related
Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer as described in
Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such preliminary report setting
forth the preliminary


 



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results of the application of the Tests and the reasons why such missing documents are necessary to complete
a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed to be a
failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, and the related
Mortgage Loan Seller. The Special Servicer, if applicable, may review such preliminary report and determine whether any information
contained in such preliminary report shall be labeled as “Privileged Information” and thus be excluded from the Asset
Review Report and Asset Review Report Summary, subject to Section 12.01(c). 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 ninety (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.


 


(viii)    The
Asset Representations Reviewer shall, within sixty (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 the ten (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) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to the PSA 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 thirty (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
may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the
Special Servicer or Master Servicer, as applicable, pursuant to Section 2.03(f) of this Agreement.


 


(ix)      In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the
Asset Review Report solely based on the documentation received by the Asset Representations


 



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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.


 


(x)        Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at
that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Master Servicer
or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special Servicer, as applicable,
shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect in accordance with Section
2.03(b).


 


(xi)       With
respect to any Delinquent Loan, that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer will request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(c)       The
Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly
required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information is Privileged
Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer
other than pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall keep all documents
and information received by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable
Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents or information
except (i) for purposes of complying with its duties and obligations under this Agreement, (ii) if such documents or information
become generally available and known to the public other than as a result of a disclosure directly or indirectly by the Asset Representations
Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information
in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information
was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if
the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document or
information.


 


In addition, with respect
to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a


 



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Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(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 12.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (2) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder 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.


 


Section 12.02   Payment
of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability. (a) As compensation for the
performance of its routine duties, the Asset Representations Reviewer shall be paid a $5,000 setup fee and shall be paid a
fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the
Mortgage Loans and shall be equal to the product of a rate equal to 0.00030% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans
(including each 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)       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 for similar consulting assignments
at the time of such review and any related costs and expenses; provided that the total payment to the Asset Representations
Reviewer shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review
Fee”). With respect to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap”
shall equal the sum of: (i) $9,500 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an Asset
Review (the “Subject Loans”), plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess
of one Mortgaged Property per Subject Loan,


 



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plus (iii) $1,000 per Mortgaged Property relating to a Subject Loan subject to a ground
lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement
or hotel license agreement.


 


(c)       The
Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan,
the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided
that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed the
Asset Representations Reviewer 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; provided, however, that if the related Mortgage Loan Seller is insolvent, such fee shall become an
expense of 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 to pay such amount; provided, further, however,
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 be required, to the extent
consistent with the Servicing Standard, to 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.


 


(d)       Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller to the
extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price received shall
be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(c).


 


(e)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


(f)        The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and (C) is not
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 each of the Asset
Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component


 



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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 (with a copy
of such notice to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark 2019-B11 – Post per Section
3.13(k) of PSA”) and then will be the successor asset representations reviewer hereunder.


 


Section 12.03    Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer
may at any time resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties
to this Agreement (with a copy of such notice to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark
2019-B11 – Post per Section 3.13(k) of PSA”) and each Rating Agency. In addition, the Asset Representations
Reviewer shall at all times be, and shall resign if it fails to be an Eligible Asset Representations Reviewer by giving
written notice to the other parties to this Agreement (with a copy of such notice to EURRCompliance@wellsfargo.com under the
subject line “EURR: Benchmark 2019-B11 – Post per Section 3.13(k) of PSA”). Upon such notice of
resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset
Representations Reviewer. No resignation of the asset representations reviewer will be effective until a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment.
If no successor asset representations reviewer shall have been so appointed and have accepted appointment within thirty (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 costs and expenses of each other party hereto and
each Rating Agency in connection with its resignation.


 


Section 12.04    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 12.05    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:


 



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(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 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
Holders of Certificates having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


 


(ii)       any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect which
failure shall continue unremedied for a period of thirty (30) days after the date on which 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 thirty (30) days after the date on which 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 sixty (60) days;


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)      the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(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


 



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been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing
not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), 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 (with a copy of such notice to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark
2019-B11 – Post per Section 3.13(k) of PSA”). The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed
successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance with the notice
distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates evidencing
at least 75% of a 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 such event that holders of the Certificates evidencing at least 75% of a Certificateholder Quorum elect to remove the Asset
Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
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 thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee


 



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shall appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the
Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and
appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search
for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or
willful misconduct in the performance of its obligations hereunder.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan
Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency (with a copy of such notice to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark
2019-B11 – Post per Section 3.13(k) of PSA”). 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).


 


[End of Article XII]


 


Article
XIII


 


MISCELLANEOUS PROVISIONS


 


Section 13.01    Amendment.
(a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 



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(ii)       to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to
correct any error;


 


(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, 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 Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or any other 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, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder
of a Serviced Companion Loan not consenting to such revision or addition, 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 pursuant to Section 3.25);


 


(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


 



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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 pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has
not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the CMBS 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 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 pursuant to Section 3.25);


 


(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 pursuant to Section 3.13(c) and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)        to
modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 



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(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).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller under any 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 (B) may materially and adversely affect
the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class
affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the related Certificateholder or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the
consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 



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(c)       Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all
conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the
Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, 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. Furthermore, no amendment to this Agreement may be made (i) that
changes any provisions specifically required to be included in this Agreement by any Designated Intercreditor Agreement without
the consent of the related Companion Holder(s) or (ii) which results in an EU Transparency Amendment without the written consent
of the EU Transparency Designee.


 


(d)       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 3.13(b) and Section 3.13(c), as applicable, deliver
a copy of the same to EURRCompliance@wellsfargo.com under the subject line “EURR: Benchmark 2019-B11 – Post per Section
3.13(k) of PSA” and, thereafter, the Certificate Administrator shall furnish a written notification of the substance of such
amendment to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer,
the Underwriters and the Rating Agencies.


 


(e)       It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)        The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


 


(h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not


 



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result
in the downgrade, withdrawal or qualification of its then-current ratings, 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 pursuant to Section 3.25).


 


(i)        To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)        Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This
Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially and
adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


 


(l)        In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage Loan
Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the
Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement,
at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable
Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not
adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation
from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to such amendment (or,
if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior to the effectiveness
of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased, the terms of
Section 3.33 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02   Recordation
of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.


 



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(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)       The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03   Limitation
on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


(b)       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, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)       Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor 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 50% 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 sixty (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


 



    459


     


    

 


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 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04    Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. 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.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS
UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05    Notices.
(a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided
herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Depositor or Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for
notices to the Mortgage Loan Sellers, the Master Servicer the


 



    460


     


    

 


Certificate Administrator and the Trustee which shall be deemed
to have been duly given only when received), to:


 


In the case of the Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

E-mail: US_CMBS_Notice@jpmorgan.com


 


In the case of the Master Servicer:



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

10851 Mastin Street, Suite 700

Building 82, Suite 300


Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


Email: NoticeAdmin@midlandls.com
(and solely with respect to notices under Section 3.13, with a copy to AskMidland@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


 


In the case of the Special Servicer:


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 



    461


     


    

 


with copies to:


 


Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In the case of the Directing
Certificateholder:



RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax Number: (212) 751-4646

Email: josh.cromer@rialtocacapital.com


 


and



RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkowsky

Fax Number: (212) 751-4646

Email: joseph.bachkowsky@rialtocacapital.com


 



    462


     


    

 


In the case of the Certificate Administrator
and Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust



with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the surrender,
transfer or exchange for Certificates other than the VRR Interest during the Risk Retention Transfer Period, to the Certificate
Registrar:



Wells Fargo Center

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services (CMBS): Benchmark 2019-B11


 


In the case of a release, transfer
or surrender of the Retained Certificates to the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2019-B11


 


with a copy to:


 


riskretentioncustody@wellsfargo.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: Benchmark 2019-B11



with a copy to:


 


Email: cmbscustody@wellsfargo.com


 



    463


     


    

 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)


 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Email: jknight@bassberry.com


 


In the case of the Mortgage Loan
Sellers:


 


		(i)	JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com



 


with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


 


		(ii)	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine Kaplan



with a copy via email to:



lainie.kaye@db.com and cmbs.requests@db.com



 



    464


     


    

 


with a copy to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: General Counsel

Facsimile no.: (646) 736-5721


 


		(iii)	Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax Number: (646) 328-2943



 


with a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 


with a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1
Notice, cmbs.notice@citi.com


 


If to Deutsche Bank AG, acting
through its New York Branch, as the initial Risk Retention Consultation Party, to:



Deutsche Bank AG, acting through its New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with copies via email to:


 


cmbs.requests@db.com


 



    465


     


    

 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          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 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust 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, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Morningstar Credit Ratings, LLC

4 World Trade Center, 48th Floor

150 Greenwich Street

New York, New York 10007

Attention: CMBS Surveillance – Group Head

Email: cmbsratings@morningstar.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: 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


 



    466


     


    

 


Section 13.06   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 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 13.07   Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in,
to and under the Conveyed Property pursuant to this Agreement shall constitute a sale and not a pledge of security for a
loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor’s entire right, title and interest in, to and under, whether now
owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement
shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary
filing, a UCC Financing Statements in all appropriate locations promptly following the initial issuance of the Certificates
to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the Trustee) and by the Depositor to the
Trustee (copies of which shall be delivered no later than ten (10) days following the Closing Date), and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable) but in no event at the expense of the Trust,
prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth
anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the
Certificate Administrator in the preparation and filing of such continuation statements. This Section 13.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08   Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of
the Certificateholders, subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents), each
Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan
Securitization and the Initial Purchasers is an intended third-party beneficiary to this Agreement in respect of the
respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing
any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall be a third-party beneficiary
of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section
3.33 hereof.


 


(b)       Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other


 



    467


     


    

 


Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)       Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as
specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)       Subject
to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall
be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through
Section 2.03(o).


 


(e)       The
EU Transparency Designee is a third party beneficiary of this Agreement with respect to its right to the EU Reporting Administrator
Fee and each provision hereof whose amendment would result in an EU Transparency Amendment.


 


Section 13.09    Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit
or otherwise affect the meaning hereof.


 


Section 13.10    Notices
to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide notice to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to
any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)        any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)      the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)      the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 


(b)       The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)        the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)       any
change in the location of the Collection Account;


 



    468


     


    

 


(iii)      any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)      any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)      any
material damage to any Mortgaged Property;


 


(vii)     any
assumption with respect to a Mortgage Loan; and


 


(viii)    any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting
to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or Special Servicer
when such information, report, notice or document has been posted. The Master Servicer or Special Servicer, as applicable, may,
but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency so long as such
information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously
provided to the 17g-5 Information Provider.


 


Section 13.11    PNC
Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a
Division of PNC


 



    469


     


    

 


Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan
Services, a Division of PNC Bank, National Association.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 



    470


     


    





 





IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 





	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE
    SECURITIES CORP., 

Depositor
	 	 	 
	 	By:	/s/ Harris Rendelstein
	 	 	Name:  Harris Rendelstein
	 	 	Title:    Vice President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION, 

Master Servicer
	 	 	 
	 	By:	/s/ Cynthia A. Bicknell
	 	 	Name: Cynthia A. Bicknell
	 	 	Title:   Senior Vice President
	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC, 

Special
    Servicer
	 	 	 
	 	By:	/s/ Dorinda Pannozzo
	 	 	Name: Dorinda Pannozzo
	 	 	Title:   Treasurer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President


 


BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT


 






     


     


    







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity, but
    solely as Trustee
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, 

Operating
    Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title:   Executive
Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, 

Asset
    Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title:   Executive
    Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC



 


BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.: 
	COUNTY OF NEW YORK	)	 


 


On
the 6 day of June, 2019, before me, a notary public in and for said State, personally appeared Harris Rendelstein known to
me to be a Vice President of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within
instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ James
    W. Considine
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         

        4/22/2023
	
	 	 
	James W. Considine

Notary Public, State of New York

Qualified in Ulster County

No. 01CO6390913

My Commission Expires April 22, 2023	 


 


BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT


 




     


     


    

 





	STATE OF KANSAS	)	 
	 	)	ss.: 
	COUNTY OF JOHNSON	)	 


  


On
the 11th day of June, 2019, before me, a notary public in and for said State, personally appeared Cynthia A. Bicknell
known to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, and also
known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Brent Kinder
	 	Notary Public


 


	 	BRENT KINDER

    NOTARY PUBLIC - State of Kansas

    My Appt. Exp. January 30, 2022


 


BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF       Florida	)	 
	 	)	ss.: 
	COUNTY OF Miami-Dade	)	 


 


On
the 11th day of June, 2019, before me, a notary public in and for said State, personally appeared Dorinda Pannozzo
known to me to be a Treasurer of Rialto Capital Advisors, LLC, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 



	 	/s/ Galaxia
    Marquez
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         
	GALAXIA MARQUEZ

MY COMMISSION # GG 247285

EXPIRES: September 18, 2022

Bonded Thru Notary Public Underwriters
	 	 





BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT



  




     


     


    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On
the 10th day of June, 2019, before me, a notary public in and for said State, personally appeared Amy
Mofsenson known to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such person executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Janet M. Jolley
	 	Notary Public


 


	                  
                                         [SEAL]

         

        My commission expires:

         
	JANET
    M. JOLLEY

    Notary Public, State of New York 

    No. 01JO6121000 

    Qualified in Kings County

    Commission Expires Jan. 3, 2021



 


BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT



 




     


     


    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On
the 10th day of June, 2019, before me, a notary public in and for said State, personally appeared Amy
Mofsenson known to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of such national banking association, and
acknowledged to me that such person executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 



	 	/s/ Janet M. Jolley
	 	Notary Public


 


	                  
                                         [SEAL]

         

        My commission expires:

         
	JANET
    M. JOLLEY

    Notary Public, State of New York 

    No. 01JO6121000 

    Qualified in Kings County

    Commission Expires Jan. 3, 2021



 


BENCHMARK
2019-B11: POOLING AND SERVICING AGREEMENT



 




     


     


    

 





	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


 


On
the 17th day of June, 2019, before me, a notary public in and for said State, personally appeared James Callahan known to
me to be a Executive Director of Pentalpha Surveillance LLC, that executed the within instrument, and also known to
me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such
limited liability company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 



	 	/s/ Melonie S. Williams
	 	Notary Public


 


	
        [SEAL]

         

        My commission expires: 7/31/2019

         
	 
	 	 
	MELONIE S. WILLIAMS

Notary Public

Connecticut

My Commission Expires July 31, 2019	 



 


BENCHMARK 2019-B11: POOLING AND SERVICING
AGREEMENT


 




     


     


    

 





	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


 


On
the 17th day of June, 2019, before me, a notary public in and for said State, personally appeared James Callahan known to
me to be a Executive Director of Pentalpha Surveillance LLC, that executed the within instrument, and also known to
me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such
limited liability company executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Melonie S. Williams
	 	Notary Public


 


	
        [SEAL]

         

        My commission expires: 7/31/2019

         
	 
	 	 
	MELONIE S. WILLIAMS

Notary Public

Connecticut

My Commission Expires July 31, 2019	 



 


BENCHMARK 2019-B11: POOLING AND SERVICING
AGREEMENT


 






     


     


    

 



EXHIBIT
A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend required
                                         as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate
                                         legend.



 






    A-1-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-1-2 


     


    

 


	
        PASS-THROUGH RATE: 2.5682%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17, 2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $14,700,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBA9

         

        ISIN NO.: US08162BBA98

         

        COMMON CODE NO.: 198784559

         

        CERTIFICATE NO.: A-1-[1] 

	 	 	 




    A-1-3 


     


    

 


CLASS A-1
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


 



    A-1-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-1-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)              
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
   to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)          
   to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-1-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)           
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)            
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-1-7 


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)             
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-1-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 




    A-1-10 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






    A-1-11 


     


    

  


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






  






    A-1-12 


     


    

 


EXHIBIT A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 






 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.



 






    A-2-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-2-2 


     


    

 


	
        PASS-THROUGH RATE: 3.4097%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17, 2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $81,700,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBB7

         

        ISIN NO.: US08162BBB71

         

        COMMON CODE NO.: 198784524

         

        CERTIFICATE NO.: A-2-[1] 

	 	 	 




    A-2-3 


     


    

 


CLASS A-2
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-2-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-2-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
    to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)            
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)            
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-2-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)           
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-2-7 


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-2-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    A-2-10 


     


    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-2-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






  




    A-2-12 


     


    

 


EXHIBIT
A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


CLASS A-3


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 






    A-3-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-3-2 


     


    

 


	
         

        PASS-THROUGH RATE: 3.2616%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $20,600,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBC5

         

        ISIN NO.: US08162BBC54

         

        COMMON CODE NO.: 198784460

         

        CERTIFICATE NO.: A-3-[1]

         

	 	 	 




    A-3-3 


     


    

 


CLASS A-3
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-3-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-3-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)             
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
   to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
  to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-3-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
  to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)           
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-3-7 


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)             
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-3-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 




    A-3-10 


     


    

 





ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-3-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 





    A-3-12 


     


    








 


EXHIBIT
A-4


 


FORM
OF CLASS A-4 CERTIFICATE


 


CLASS
A-4


 


BENCHMARK
2019-B11 MORTGAGE TRUST


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


SERIES
2019-B11, CLASS A-4


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 





 






 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 











    A-4-1


    


    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-4-2


    


    
 

	PASS-THROUGH
                                         RATE: 3.2805%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 17, 2019

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $215,325,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 08162BBD3

         

        ISIN
        NO.: US08162BBD38

         

        COMMON
        CODE NO.: 198784516

         

        CERTIFICATE
        NO.: A-4-[1]

        



 


    A-4-3


    


    

 


CLASS A-4
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and
Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated
as the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-4-4


    


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-4-5


    


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
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 neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-4-6


    


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



    A-4-7


    


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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
under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore, no amendment to the Pooling and 


 



    A-4-8


    


    

 


Servicing Agreement may be made that
changes any provisions specifically required to be included in the Pooling and Servicing
Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will 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 Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-4-9


    


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: June
                                         17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-4-10


    


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-4-11


    


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-4-12


    


    



 


EXHIBIT
A-5


 


FORM
OF CLASS A-5 CERTIFICATE


 


CLASS
A-5


 


BENCHMARK
2019-B11 MORTGAGE TRUST





COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES





SERIES
2019-B11, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 






 





		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 






    A-5-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-5-2


     


    
 

	PASS-THROUGH
                                         RATE: 3.5421%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 17, 2019

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-5 CERTIFICATES

        AS OF THE CLOSING DATE: $379,930,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 08162BBE1

         

        ISIN
        NO.: US08162BBE11

         

        COMMON
        CODE NO.: 198784486

         

        CERTIFICATE
        NO.: A-5-[1]

         



 


    A-5-3


     


    

 


CLASS A-5
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and
Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated
as the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-5-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 



    A-5-5


     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
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 neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-5-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



    A-5-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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
under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore, no amendment to the Pooling and


 






    A-5-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will 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 Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-5-9


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: June
                                         17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-5-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-5-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-5-12


     


    




 









EXHIBIT
A-6


 


FORM OF CLASS A-SB CERTIFICATE


 


CLASS A-SB


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 





COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES





 


SERIES
2019-B11, CLASS A-SB


 


[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 BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 




 






 


	1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


	2	Book-Entry
                                         Certificate legend.



 






    A-6-1


     


    




 







NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-6-2


     


    

	



         

        PASS-THROUGH RATE: 3.3932%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $18,615,000

         
	 	
         

        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBF8

         

        ISIN NO.: US08162BBF85

         

        COMMON CODE NO.: 198784435

         

        CERTIFICATE NO.: A-SB-[1]

         





    A-6-3


     


    

 


CLASS
A-SB CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-6-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-6-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-6-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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





 






    A-6-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-6-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-6-9


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: June  17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-6-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-6-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 







    A-6-12


     


    

 


EXHIBIT
A-7


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 





COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES





 


SERIES
2019-B11, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


 





 






 





	1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.





 


	2	Book-Entry
                                         Certificate legend.





 






    A-7-1


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-7-2


     


    

	
         

        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $856,162,000

         
	 	
         

        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBG6

         

        ISIN NO.: US08162BBG68

         

        COMMON CODE NO.: 198784478

         

        CERTIFICATE NO.: X-A-[1][2]

         





    A-7-3


     


    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-7-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-7-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)     
     to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address
any manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-7-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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





 






    A-7-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-7-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-7-9


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: June  17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-A  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-7-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-7-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-7-12


     


    








 


EXHIBIT
A-8


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


 





 



  





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.









		2	Book-Entry
                                         Certificate legend.





 



    A-8-1


     


    







 





THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 






    A-8-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $83,529,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBH4

         

        ISIN NO.: US08162BBH42

         

        COMMON CODE NO.: 198784451

         

        CERTIFICATE NO.: X-B-[1]

         





    A-8-3


     


    

 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-8-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-8-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-8-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



    A-8-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 



    A-8-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-8-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: June 17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






    A-8-10


     


    




 





ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-8-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 









    A-8-12


     


    

  


EXHIBIT A-9


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



		3	Book-Entry
                                         Certificate legend.





 



    A-9-1


     


    




 


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 






    A-9-2


     


    

 


 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $41,764,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAA0

        ISIN NO.: US08162BAA08

        COMMON CODE NO: 198784354]4

        

        [CUSIP NO.: U0739BAA8

        ISIN NO.: USU0739BAA80

        COMMON CODE NO.: 198784419]5

         

        [CUSIP NO.: 08162BAB8

        ISIN NO.: US08162BAB80]6

        

        

         

        CERTIFICATE NO.: X-D-[1]

         




 





 



 





		4	For
                                         Certificate sold in reliance on Rule 144A only.



		5	For
                                         Regulation S Global Certificate only.



		6	For
                                         IAI Definitive Certificate only.










    A-9-3


     


    

 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-9-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-9-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-9-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



    A-9-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 



    A-9-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-9-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 











	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: June 17, 2019


 


CERTIFICATE OF AUTHENTICATION



 


THIS IS ONE OF THE
CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 











	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 







    A-9-10


     


    

 





ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-9-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-9-12


     


    







 


EXHIBIT A-10


 


FORM OF CLASS X-F CERTIFICATE


 


CLASS X-F


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE


 


 




		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
                                         Certificate legend.



 



    A-10-1


     


    

 



UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS X-F CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-F CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-10-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-F CERTIFICATES AS OF THE CLOSING DATE: $18,271,000
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A 

DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAC6

        ISIN NO.: US08162BAC63

        COMMON CODE NO: 198784389]4

        

        [CUSIP NO.: U0739BAB6

        ISIN NO.: USU0739BAB63

        COMMON CODE NO.: 198784320]5

         

        [CUSIP NO.: 08162BAD4

        ISIN NO.: US08162BAD47]6

        

        

         

        CERTIFICATE NO.: X-F-[1]




 

 



		4	For
                                         Certificate sold in reliance on Rule 144A only.



 


		5	For
                                         Regulation S Global Certificate only.



 


		6	For
                                         IAI Definitive Certificate only.



 



    A-10-3


     


    

 


CLASS X-F
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-F Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-F Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-10-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-10-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-F Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-10-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



    A-10-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 



    A-10-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-10-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	 
	 	 	Name:
Title:


 


Dated:   June 17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    A-10-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-10-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-10-12


     


    

 


EXHIBIT A-11


 


FORM OF CLASS X-G CERTIFICATE


 


CLASS X-G


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS X-G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 

 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.



 



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THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS X-G CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-G CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




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        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES
        AS OF THE CLOSING DATE: $10,441,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A 

DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAE2

        ISIN NO.: US08162BAE20

        COMMON CODE NO: 198784362]4

        

        [CUSIP NO.: U0739BAC4

        ISIN NO.: USU0739BAC47

        COMMON CODE NO.: 198784346]5

         

        [CUSIP NO.: 08162BAF9

        ISIN NO.: US08162BAF94]6

        

        

         

        CERTIFICATE NO.: X-G-[1]




 


 



		4	For
                                         Certificate sold in reliance on Rule 144A only.



 


		5	For
                                         Regulation S Global Certificate only.



 


		6	For
                                         IAI Definitive Certificate only.



 



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CLASS X-G
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-G Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-G Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






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Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-G Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-11-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-G Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



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the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



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amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 



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Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-11-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	 
	 	 	Name:
Title:


 


Dated:    June 17, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 
	 	By:	 
	 	 	Name:
Title:


 




    A-11-10


     


    


 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-11-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-11-12


     


    


 


EXHIBIT
A-12


 


FORM OF
CLASS X-H CERTIFICATE


 


CLASS X-H


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS X-H


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL
OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON
UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 


1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.



 






    A-12-1 


     


    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS X-H CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-H CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL
PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT
SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”,
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”).


 




    A-12-2 


     


    

	PASS-THROUGH RATE: VARIABLE
        IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING
        AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET
        FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE
        17, 2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-H CERTIFICATES AS OF THE CLOSING DATE: $33,934,181

         
	 	MASTER
        SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:  RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAG7

        ISIN NO.: US08162BAG77

        COMMON CODE NO: 198784290]4

        

        [CUSIP NO.: U0739BAD2

        ISIN NO.: USU0739BAD20

        COMMON CODE NO.: 198784338]5

         

        [CUSIP NO.: 08162BAH5

        ISIN NO.: US08162BAH50]6

        


         

        CERTIFICATE NO.: X-H-[1] 

	

                                  
	 	 






 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only. 


 



    A-12-3 


     


    

 


CLASS X-H
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES
THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-H Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-H Certificates. The Certificates are designated
as the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-12-4 


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-H Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-12-5 


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-H Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
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 neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-12-6 


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-12-7 


     


    

 


amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel;
or


 


(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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore, no amendment to the Pooling and


 






    A-12-8 


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will 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 Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-12-9 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


		Dated:	June 17, 2019



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 




    A-12-10 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 


 






    A-12-11 


     


    




 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






  



    A-12-12 


     


    




  


EXHIBIT
A-13


 


FORM OF
CLASS A-S CERTIFICATE


 


CLASS A-S


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS A-S


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION
OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS
ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


1
                                                Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-13-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE
RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE
BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B AND
CLASS X-D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-13-2 


     


    

	PASS-THROUGH RATE: 3.7840%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING
        AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET
        FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE
        17, 2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $125,292,000

         
	 	MASTER
        SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:  RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBJ0

         

        ISIN NO.: US08162BBJ08

         

        COMMON CODE NO.: 198784397

         

        CERTIFICATE NO.: A-S-[1] 

	 	 	 



 



    A-13-3 


     


    

 


CLASS A-S
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES
THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated
as the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-13-4 


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-13-5 


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
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 neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-13-6 


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-13-7 


     


    

 


amendment
or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel;
or


 


(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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore, no amendment to the Pooling and


 






    A-13-8 


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class
D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will 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 Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon 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. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-13-9 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


		Dated:	 June 17, 2019



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    A-13-10 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






    A-13-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-13-12 


     


    

 



 



EXHIBIT
A-14


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 






    A-14-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, AND CLASS A-S CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-14-2 


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES

        AS OF THE CLOSING DATE: $43,070,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBK7

         

        ISIN NO.: US08162BBK70

         

        COMMON CODE NO.: 198784443

         

        CERTIFICATE NO.: B-[1]

         

	 	 	 




    A-14-3 


     


    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-14-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-14-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-14-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
 to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-14-7 


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-14-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-14-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    A-14-10 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-14-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






  




    A-14-12 


     


    

 


EXHIBIT
A-15


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY 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, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 






    A-15-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S AND CLASS B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-15-2 


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES

        AS OF THE CLOSING DATE: $40,459,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162BBL5

         

        ISIN NO.: US08162BBL53

         

        COMMON CODE NO.: 198784427

         

        CERTIFICATE NO.: C-[1] 

	 	 	 




    A-15-3 


     


    

 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-15-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-15-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-15-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 






    A-15-7 


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 






    A-15-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-15-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    A-15-10 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-15-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






  




    A-15-12 


     


    







 


EXHIBIT
A-16


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 


1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.


 




    A-16-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B
AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    A-16-2


     


    

 





	
        PASS-THROUGH RATE: 3.0000%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS D CERTIFICATES

        AS OF THE CLOSING DATE: $23,492,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAJ1

        ISIN NO.: US08162BAJ17

        COMMON CODE NO.: 198784311]4

        

        [CUSIP NO.: U0739BAE0

        ISIN NO.: USU0739BAE03

        COMMON CODE NO.: 198784265]5

         

        [CUSIP NO.: 08162BAK8

        ISIN NO.: US08162BAK89]6

        

        

         

        CERTIFICATE NO.: D-[1]




 


 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-16-3


     


    

 


CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-16-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-16-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-16-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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


 



    A-16-7


     


    

 


amendment or to modify
or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and


 



    A-16-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-16-9


     


    

 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    A-16-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 



    A-16-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 



    A-16-12


     


    

 


EXHIBIT
A-17


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 


1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.


 




    A-17-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B,
CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    A-17-2


     


    

 


	
        PASS-THROUGH RATE: 3.0000%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES

        AS OF THE CLOSING DATE: $18,272,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAL6

ISIN NO.: US08162BAL62

        COMMON CODE NO: 198784303]4



[CUSIP NO.: U0739BAF7

ISIN NO.: USU0739BAF77

        COMMON CODE NO: 198784281]5

        

        [CUSIP NO.: 08162BAM4

        ISIN NO.: US08162BAM46]6

         

        CERTIFICATE NO.: E-[1]




 


 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-17-3


     


    

 




CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-17-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing


 



    A-17-5


     


    

 


Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-17-6


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 



    A-17-7


     


    

 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 



    A-17-8


     


    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-17-9


     


    

 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    A-17-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 



    A-17-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 



    A-17-12


     


    

 




EXHIBIT
A-18


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 


1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.


 



    A-18-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE


 



    A-18-2


     


    

 


CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS
C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    A-18-3


     


    

 





	
        PASS-THROUGH RATE: 3.3120%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $18,271,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAN2

ISIN NO.: US08162BAN29

        COMMON CODE NO: 198784222]4



[CUSIP NO.: U0739BAG5

ISIN NO.: USU0739BAG50

        COMMON CODE NO: 198784273]5

        

        [CUSIP NO.: 08162BAP7

        ISIN NO.: US08162BAP76]6

         

        CERTIFICATE NO.: F-[1]




 


 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-18-4


     


    

 


CLASS
F CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-18-5


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing


 



    A-18-6


     


    

 


Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)       
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the


 



    A-18-7


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 



    A-18-8


     


    

 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 



    A-18-9


     


    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-18-10


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    A-18-11


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 



    A-18-12


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 



    A-18-13


     


    



 


EXHIBIT
A-19


 


FORM OF CLASS G CERTIFICATE


 


CLASS G


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 


		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.



 






    A-19-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE


 






    A-19-2 


     


    

 


CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS A-S,
CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 




    A-19-3 


     


    

 

	
        PASS-THROUGH RATE: 3.3120%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G CERTIFICATES

        AS OF THE CLOSING DATE: $10,441,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAQ5

        ISIN NO.: US08162BAQ59

         

        COMMON CODE NO: 198784257]4

        

        [CUSIP NO.: U0739BAH3

        ISIN NO.: USU0739BAH34

         

        COMMON CODE NO: 198784192]5

        

        [CUSIP NO.: 08162BAR3

        ISIN NO.: US08162BAR33]6

         

        CERTIFICATE NO.: G-[1] 




 





 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-19-4 


     


    

 


CLASS
G CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class G Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-19-5 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing


 






    A-19-6 


     


    

 


Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class G Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-19-7 


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 






    A-19-8 


     


    

 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-19-9 


     


    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-19-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 






    A-19-11 


     


    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-19-12 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 





    A-19-13 


     


    

 


EXHIBIT
A-20


 


FORM OF CLASS H CERTIFICATE


 


CLASS H


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY 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 BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 


		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.



 






    A-20-1 


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE


 






    A-20-2 


     


    

 


CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, 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 AND CLASS G CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-20-3 


     


    

 


	
        PASS-THROUGH RATE: 3.3120%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS H CERTIFICATES

        AS OF THE CLOSING DATE: $33,934,181

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAS1

        ISIN NO.: US08162BAS16

         

        COMMON CODE NO: 198784249]4

        

        [CUSIP NO.: U0739BAJ9

        ISIN NO.: USU0739BAJ99

         

        COMMON CODE NO: 198784214]5

        

        [CUSIP NO.: 08162BAT9

        ISIN NO.: US08162BAT98]6

         

        CERTIFICATE NO.: H-[1] 




 





 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-20-4 


     


    

 


CLASS
H CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class H Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class H Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-20-5 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class H Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing


 






    A-20-6 


     


    

 


Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class H Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the


 






    A-20-7 


     


    

 


Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 






    A-20-8 


     


    

 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-20-9 


     


    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-20-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    A-20-11 


     


    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-20-12 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 





    A-20-13 


     


    

 


EXHIBIT
A-21


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS R


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


 


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 C TO THE POOLING AND SERVICING AGREEMENT.


 


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 CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B)


 






    A-21-1 


     


    

 


IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE 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 HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.


 




    A-21-2 


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        CLASS R PERCENTAGE INTEREST: 100%

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAW2

        ISIN NO.: US08162BAW28]1

        

        [CUSIP NO.: U0739BAL4

        ISIN NO.: USU0739BAL46]2

        

        [CUSIP NO.: 08162BAX0

        ISIN NO.: US08162BAX01]3

         

        CERTIFICATE NO.: R-[1] 

	 	 	 	 	 






 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.


 




    A-21-3 


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CITIBANK, N.A. is the
registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Code. 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 will be designated as the “partnership representative” of each Trust REMIC (within the
meaning of Section 6223 of the Internal Revenue Code).


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


  






    A-21-4 


     


    

 





This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 



All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either
(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the
Certificate


 






    A-21-5 


     


    

 


Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class
R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to
the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee
is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and
that it agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling and Servicing Agreement; (C) notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge or reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person
or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree
(1) not to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 





(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;


 







    A-21-6 


     


    

 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any


 






    A-21-7 


     


    

 


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
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
 reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing


 






    A-21-8 


     


    

 


Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in
the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-21-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	June 17, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    A-21-10 


     


    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-21-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 





    A-21-12 


     


    

 


EXHIBIT
A-22


 


FORM OF CLASS S CERTIFICATE


 


CLASS S


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, CLASS S


 


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 CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 






    A-22-1


    


    

 


 






	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17, 2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        CLASS S PERCENTAGE INTEREST: 100%

         
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAU6

        ISIN NO.: US08162BAU61]1

        

        [CUSIP NO.: U0739BAK6

        ISIN NO.: USU0739BAK62]2

        

        [CUSIP NO.: 08162BAV4

        ISIN NO.: US08162BAV45]3

         

        CERTIFICATE NO.: S-[1]





 





 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.


 







    A-22-2


    


    

 


CLASS
S CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT HARE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class S Certificates. The Certificates are designated as the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts 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.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the Excess Interest then distributable, if any, and to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the Distribution Date to the Person in whose name this Certificate is registered as of the related Record
Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.


 






    A-22-3


    


    

 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class S Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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


 






    A-22-4


    


    

 


Registrar as provided in Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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


 






    A-22-5


    


    

 


may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 the 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the EU 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, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 






    A-22-6


    


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, 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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 






    A-22-7


    


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-22-8


    


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	June 17, 2019	 	 
	 	 	 	 



  


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating
Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:









 




    A-22-9


    


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-22-10


    


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:





Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to _________________________________ for the account of __________________________________ account
number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or _______________________, as its agent.


 




    A-22-11


    


    

 


EXHIBIT
A-23


 


FORM OF CLASS VRR CERTIFICATE


 


CLASS VRR


 


BENCHMARK
2019-B11 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-B11, VRR INTEREST


 


[THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH
IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL INVESTOR IN THIS
CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED
TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT].  


 


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 CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 






    A-23-1


    


    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS (I) A BENEFICIAL
INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND (II) A BENEFICIAL
INTEREST IN THE EXCESS INTEREST AND PROCEEDS THEREOF IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-23-2


    


    

 


 





	
        PASS-THROUGH RATE: N/A

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1,
        2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JUNE 17,
        2019

         

        FIRST DISTRIBUTION DATE:

        JULY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS VRR INTEREST CERTIFICATES

        AS OF THE CLOSING DATE: $54,952,694.03

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
        CAPITAL ADVISORS, LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162BAY8

        ISIN NO.: US08162BAY83]

        

        

        

         

        CERTIFICATE NO.: VRR-[1]

         

	 	 




 






    A-23-3


    


    

 


CLASS
VRR INTEREST CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT DEUTSCHE BANK AG, NEW
YORK BRANCH is the registered owner of the interest evidenced by this Certificate in the VRR Interest issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class VRR Interest Certificates. The Certificates are designated as the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
(i) a beneficial interest in multiple “regular interests” in a “real estate mortgage investment conduit”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Code; and (ii) a beneficial interest in the Excess
Interest and proceeds thereof in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and


 






    A-23-4


    


    

 


private debts. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in
the Pooling and Servicing Agreement.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date as specified in the Pooling and Servicing Agreement on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-23-5


    


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the VRR Interest Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust 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 Section 5.03 of 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 or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, 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 neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(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 provisions of the Pooling and Servicing Agreement 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, 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 Holder;


 






    A-23-6


    


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other 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, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition 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 pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(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 pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule or the EU Retention Rules, as evidenced by an Opinion of Counsel or
(ii) in the event the Risk Retention Rule, the


 






    A-23-7


    


    

 


EU 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, as evidenced by an Opinion of Counsel; or


 


(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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and
Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(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 Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(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; or


 


(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 under the Pooling and Servicing Agreement, 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 pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any


 






    A-23-8


    


    

 


Trust REMIC, 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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.





Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will 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 Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon 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. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-23-9


    


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	June 17, 2019	 	 



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS VRR INTEREST CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:





 







    A-23-10


    


    

  


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 





    A-23-11


    


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should
include the following for purposes of distribution:


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


  



    A-23-12


    


    











EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


   




    B-1


    


    

 









 





	BMARK 2019-B11 - Mortgage Loan Schedule	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Mortgage Loan	 	 	 	 	 	Mortgage	Original Principal
	ID	Loan Number	 Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate (%)	Balance ($)
	GACC1	1	GACC	3 Columbus Circle	3 Columbus Circle	New York	NY	10019	3.91400	       100,000,000.00
	CREFI/JPMCB1	186	CREFI/JPMCB	ILPT Hawaii Portfolio	Various	Various	HI	Various	4.31000	         78,000,000.00
	CREFI/JPMCB1.001	1	CREFI/JPMCB	2810 Pukoloa Street	2810 Pukoloa Street	Honolulu	HI	96819	4.31000	            3,758,708.99
	CREFI/JPMCB1.002	1	CREFI/JPMCB	1360 Pali Highway	1360 Pali Highway	Honolulu	HI	96813	4.31000	            2,275,474.47
	CREFI/JPMCB1.003	1	CREFI/JPMCB	1001 Ahua Street	1001 Ahua Street	Honolulu	HI	96819	4.31000	            2,027,347.32
	CREFI/JPMCB1.004	1	CREFI/JPMCB	848 Ala Lilikoi Street A	848 Ala Lilikoi Street A	Honolulu	HI	96818	4.31000	            1,981,656.81
	CREFI/JPMCB1.005	1	CREFI/JPMCB	2850 Paa Street	2850 Paa Street	Honolulu	HI	96819	4.31000	            1,888,270.38
	CREFI/JPMCB1.006	1	CREFI/JPMCB	949 Mapunapuna Street	949 Mapunapuna Street	Honolulu	HI	96819	4.31000	            1,877,701.40
	CREFI/JPMCB1.007	1	CREFI/JPMCB	2828 Paa Street	2828 Paa Street	Honolulu	HI	96819	4.31000	            1,463,343.15
	CREFI/JPMCB1.008	1	CREFI/JPMCB	80 Sand Island Access Road	80 Sand Island Access Road	Honolulu	HI	96819	4.31000	            1,255,161.32
	CREFI/JPMCB1.009	1	CREFI/JPMCB	1030 Mapunapuna Street	1030 Mapunapuna Street	Honolulu	HI	96819	4.31000	            1,045,190.91
	CREFI/JPMCB1.010	1	CREFI/JPMCB	150 Puuhale Road	150 Puuhale Road	Honolulu	HI	96819	4.31000	            1,013,809.16
	CREFI/JPMCB1.011	1	CREFI/JPMCB	2344 Pahounui Drive	2344 Pahounui Drive	Honolulu	HI	96819	4.31000	            1,013,700.76
	CREFI/JPMCB1.012	1	CREFI/JPMCB	120 Sand Island Access Road	120 Sand Island Access Road	Honolulu	HI	96819	4.31000	               975,598.23
	CREFI/JPMCB1.013	1	CREFI/JPMCB	1122 Mapunapuna Street	1122 Mapunapuna Street	Honolulu	HI	96819	4.31000	               951,045.68
	CREFI/JPMCB1.014	1	CREFI/JPMCB	2915 Kaihikapu Street	2915 Kaihikapu Street	Honolulu	HI	96819	4.31000	               864,596.83
	CREFI/JPMCB1.015	1	CREFI/JPMCB	819 Ahua Street	819 Ahua Street	Honolulu	HI	96819	4.31000	               839,881.68
	CREFI/JPMCB1.016	1	CREFI/JPMCB	2144 Auiki Street	2144 Auiki Street	Honolulu	HI	96819	4.31000	               812,998.53
	CREFI/JPMCB1.017	1	CREFI/JPMCB	1027 Kikowaena Place	1027 Kikowaena Place	Honolulu	HI	96819	4.31000	               791,155.97
	CREFI/JPMCB1.018	1	CREFI/JPMCB	1931 Kahai Street	1931 Kahai Street	Honolulu	HI	96819	4.31000	               745,519.65
	CREFI/JPMCB1.019	1	CREFI/JPMCB	148 Mokauea Street	148 Mokauea Street	Honolulu	HI	96819	4.31000	               641,726.84
	CREFI/JPMCB1.020	1	CREFI/JPMCB	2886 Paa Street	2886 Paa Street	Honolulu	HI	96819	4.31000	               608,990.10
	CREFI/JPMCB1.021	1	CREFI/JPMCB	2838 Kilihau Street	2838 Kilihau Street	Honolulu	HI	96819	4.31000	               592,459.13
	CREFI/JPMCB1.022	1	CREFI/JPMCB	803 Ahua Street	803 Ahua Street	Honolulu	HI	96819	4.31000	               588,665.13
	CREFI/JPMCB1.023	1	CREFI/JPMCB	220 Puuhale Road	220 Puuhale Road	Honolulu	HI	96819	4.31000	               575,440.36
	CREFI/JPMCB1.024	1	CREFI/JPMCB	930 Mapunapuna Street	930 Mapunapuna Street	Honolulu	HI	96819	4.31000	               565,792.77
	CREFI/JPMCB1.025	1	CREFI/JPMCB	2103 Kaliawa Street	2103 Kaliawa Street	Honolulu	HI	96819	4.31000	               564,220.98
	CREFI/JPMCB1.026	1	CREFI/JPMCB	2969 Mapunapuna Place	2969 Mapunapuna Place	Honolulu	HI	96819	4.31000	               561,944.58
	CREFI/JPMCB1.027	1	CREFI/JPMCB	158 Sand Island Access Road	158 Sand Island Access Road	Honolulu	HI	96819	4.31000	               557,445.99
	CREFI/JPMCB1.028	1	CREFI/JPMCB	1926 Auiki Street	1926 Auiki Street	Honolulu	HI	96819	4.31000	               555,548.99
	CREFI/JPMCB1.029	1	CREFI/JPMCB	113 Puuhale Road	113 Puuhale Road	Honolulu	HI	96819	4.31000	               539,885.22
	CREFI/JPMCB1.030	1	CREFI/JPMCB	2250 Pahounui Drive	2250 Pahounui Drive	Honolulu	HI	96819	4.31000	               532,026.24
	CREFI/JPMCB1.031	1	CREFI/JPMCB	733 Mapunapuna Street	733 Mapunapuna Street	Honolulu	HI	96819	4.31000	               527,961.24
	CREFI/JPMCB1.032	1	CREFI/JPMCB	761 Ahua Street	761 Ahua Street	Honolulu	HI	96819	4.31000	               526,064.25
	CREFI/JPMCB1.033	1	CREFI/JPMCB	918 Ahua Street	918 Ahua Street	Honolulu	HI	96819	4.31000	               513,489.87
	CREFI/JPMCB1.034	1	CREFI/JPMCB	180 Sand Island Access Road	180 Sand Island Access Road	Honolulu	HI	96819	4.31000	               506,931.68
	CREFI/JPMCB1.035	1	CREFI/JPMCB	2829 Awaawaloa Street	2829 Awaawaloa Street	Honolulu	HI	96819	4.31000	               505,685.08
	CREFI/JPMCB1.036	1	CREFI/JPMCB	120 Mokauea Street	120 Mokauea Street	Honolulu	HI	96819	4.31000	               501,349.09
	CREFI/JPMCB1.037	1	CREFI/JPMCB	2861 Mokumoa Street	2861 Mokumoa Street	Honolulu	HI	96819	4.31000	               496,958.90
	CREFI/JPMCB1.038	1	CREFI/JPMCB	2826 Kaihikapu Street	2826 Kaihikapu Street	Honolulu	HI	96819	4.31000	               493,381.71
	CREFI/JPMCB1.039	1	CREFI/JPMCB	179 Sand Island Access Road	179 Sand Island Access Road	Honolulu	HI	96819	4.31000	               490,238.11
	CREFI/JPMCB1.040	1	CREFI/JPMCB	855 Mapunapuna Street	855 Mapunapuna Street	Honolulu	HI	96819	4.31000	               480,482.13
	CREFI/JPMCB1.041	1	CREFI/JPMCB	2308 Pahounui Drive	2308 Pahounui Drive	Honolulu	HI	96819	4.31000	               461,728.96
	CREFI/JPMCB1.042	1	CREFI/JPMCB	619 Mapunapuna Street	619 Mapunapuna Street	Honolulu	HI	96819	4.31000	               449,154.59
	CREFI/JPMCB1.043	1	CREFI/JPMCB	2846-A Awaawaloa Street	2846-A Awaawaloa Street	Honolulu	HI	96819	4.31000	               447,962.19
	CREFI/JPMCB1.044	1	CREFI/JPMCB	238 Sand Island Access Road	238 Sand Island Access Road	Honolulu	HI	96819	4.31000	               445,523.19
	CREFI/JPMCB1.045	1	CREFI/JPMCB	704 Mapunapuna Street	704 Mapunapuna Street	Honolulu	HI	96819	4.31000	               443,680.40
	CREFI/JPMCB1.046	1	CREFI/JPMCB	120B Mokauea Street	120B Mokauea Street	Honolulu	HI	96819	4.31000	               433,599.21
	CREFI/JPMCB1.047	1	CREFI/JPMCB	1150 Kikowaena Street	1150 Kikowaena Street	Honolulu	HI	96819	4.31000	               427,528.82
	CREFI/JPMCB1.048	1	CREFI/JPMCB	2127 Auiki Street	2127 Auiki Street	Honolulu	HI	96819	4.31000	               423,789.03
	CREFI/JPMCB1.049	1	CREFI/JPMCB	2810 Paa Street	2810 Paa Street	Honolulu	HI	96819	4.31000	               418,911.04
	CREFI/JPMCB1.050	1	CREFI/JPMCB	2841 Pukoloa Street	2841 Pukoloa Street	Honolulu	HI	96819	4.31000	               401,892.27
	CREFI/JPMCB1.051	1	CREFI/JPMCB	1000 Mapunapuna Street	1000 Mapunapuna Street	Honolulu	HI	96819	4.31000	               400,754.07
	CREFI/JPMCB1.052	1	CREFI/JPMCB	2829 Pukoloa Street	2829 Pukoloa Street	Honolulu	HI	96819	4.31000	               399,182.28
	CREFI/JPMCB1.053	1	CREFI/JPMCB	889 Ahua Street	889 Ahua Street	Honolulu	HI	96819	4.31000	               398,911.28
	CREFI/JPMCB1.054	1	CREFI/JPMCB	2819 Pukoloa Street	2819 Pukoloa Street	Honolulu	HI	96819	4.31000	               397,339.48
	CREFI/JPMCB1.055	1	CREFI/JPMCB	1038 Kikowaena Place	1038 Kikowaena Place	Honolulu	HI	96819	4.31000	               369,643.33
	CREFI/JPMCB1.056	1	CREFI/JPMCB	2965 Mokumoa Street	2965 Mokumoa Street	Honolulu	HI	96819	4.31000	               369,263.93
	CREFI/JPMCB1.057	1	CREFI/JPMCB	850 Ahua Street	850 Ahua Street	Honolulu	HI	96819	4.31000	               358,749.15
	CREFI/JPMCB1.058	1	CREFI/JPMCB	1330 Pali Highway	1330 Pali Highway	Honolulu	HI	96813	4.31000	               355,117.76
	CREFI/JPMCB1.059	1	CREFI/JPMCB	2865 Pukoloa Street	2865 Pukoloa Street	Honolulu	HI	96819	4.31000	               354,413.16
	CREFI/JPMCB1.060	1	CREFI/JPMCB	2855 Pukoloa Street	2855 Pukoloa Street	Honolulu	HI	96819	4.31000	               354,413.16
	CREFI/JPMCB1.061	1	CREFI/JPMCB	789 Mapunapuna Street	789 Mapunapuna Street	Honolulu	HI	96819	4.31000	               351,865.76
	CREFI/JPMCB1.062	1	CREFI/JPMCB	2960 Mokumoa Street	2960 Mokumoa Street	Honolulu	HI	96819	4.31000	               349,480.97
	CREFI/JPMCB1.063	1	CREFI/JPMCB	231B Sand Island Access Road	231B Sand Island Access Road	Honolulu	HI	96819	4.31000	               346,228.97
	CREFI/JPMCB1.064	1	CREFI/JPMCB	2020 Auiki Street	2020 Auiki Street	Honolulu	HI	96819	4.31000	               343,410.58
	CREFI/JPMCB1.065	1	CREFI/JPMCB	2857 Awaawaloa Street	2857 Awaawaloa Street	Honolulu	HI	96819	4.31000	               341,296.78
	CREFI/JPMCB1.066	1	CREFI/JPMCB	1050 Kikowaena Place	1050 Kikowaena Place	Honolulu	HI	96819	4.31000	               336,906.59
	CREFI/JPMCB1.067	1	CREFI/JPMCB	2850 Mokumoa Street	2850 Mokumoa Street	Honolulu	HI	96819	4.31000	               336,635.59
	CREFI/JPMCB1.068	1	CREFI/JPMCB	2840 Mokumoa Street	2840 Mokumoa Street	Honolulu	HI	96819	4.31000	               336,310.39
	CREFI/JPMCB1.069	1	CREFI/JPMCB	2830 Mokumoa Street	2830 Mokumoa Street	Honolulu	HI	96819	4.31000	               335,768.39
	CREFI/JPMCB1.070	1	CREFI/JPMCB	960 Mapunapuna Street	960 Mapunapuna Street	Honolulu	HI	96819	4.31000	               335,063.79
	CREFI/JPMCB1.071	1	CREFI/JPMCB	125B Puuhale Road	125B Puuhale Road	Honolulu	HI	96819	4.31000	               332,624.80
	CREFI/JPMCB1.072	1	CREFI/JPMCB	2809 Kaihikapu Street	2809 Kaihikapu Street	Honolulu	HI	96819	4.31000	               329,427.00
	CREFI/JPMCB1.073	1	CREFI/JPMCB	212 Mohonua Place	212 Mohonua Place	Honolulu	HI	96819	4.31000	               328,126.21
	CREFI/JPMCB1.074	1	CREFI/JPMCB	692 Mapunapuna Street	692 Mapunapuna Street	Honolulu	HI	96819	4.31000	               321,622.22
	CREFI/JPMCB1.075	1	CREFI/JPMCB	1024 Kikowaena Place	1024 Kikowaena Place	Honolulu	HI	96819	4.31000	               317,936.62
	CREFI/JPMCB1.076	1	CREFI/JPMCB	669 Ahua Street	669 Ahua Street	Honolulu	HI	96819	4.31000	               314,251.03
	CREFI/JPMCB1.077	1	CREFI/JPMCB	215 Puuhale Road	215 Puuhale Road	Honolulu	HI	96819	4.31000	               313,546.43
	CREFI/JPMCB1.078	1	CREFI/JPMCB	142 Mokauea Street	142 Mokauea Street	Honolulu	HI	96819	4.31000	               308,939.44
	CREFI/JPMCB1.079	1	CREFI/JPMCB	2847 Awaawaloa Street	2847 Awaawaloa Street	Honolulu	HI	96819	4.31000	               306,121.05
	CREFI/JPMCB1.080	1	CREFI/JPMCB	2816 Awaawaloa Street	2816 Awaawaloa Street	Honolulu	HI	96819	4.31000	               304,549.25
	CREFI/JPMCB1.081	1	CREFI/JPMCB	2928 Kaihikapu Street - B	2928 Kaihikapu Street - B	Honolulu	HI	96819	4.31000	               304,332.45
	CREFI/JPMCB1.082	1	CREFI/JPMCB	2864 Mokumoa Street	2864 Mokumoa Street	Honolulu	HI	96819	4.31000	               304,061.45
	CREFI/JPMCB1.083	1	CREFI/JPMCB	770 Mapunapuna Street	770 Mapunapuna Street	Honolulu	HI	96819	4.31000	               303,736.25
	CREFI/JPMCB1.084	1	CREFI/JPMCB	151 Puuhale Road	151 Puuhale Road	Honolulu	HI	96819	4.31000	               301,785.05
	CREFI/JPMCB1.085	1	CREFI/JPMCB	207 Puuhale Road	207 Puuhale Road	Honolulu	HI	96819	4.31000	               301,730.85
	CREFI/JPMCB1.086	1	CREFI/JPMCB	2970 Mokumoa Street	2970 Mokumoa Street	Honolulu	HI	96819	4.31000	               301,188.85
	CREFI/JPMCB1.087	1	CREFI/JPMCB	2868 Kaihikapu Street	2868 Kaihikapu Street	Honolulu	HI	96819	4.31000	               299,346.06
	CREFI/JPMCB1.088	1	CREFI/JPMCB	2908 Kaihikapu Street	2908 Kaihikapu Street	Honolulu	HI	96819	4.31000	               297,340.66
	CREFI/JPMCB1.089	1	CREFI/JPMCB	2814 Kilihau Street	2814 Kilihau Street	Honolulu	HI	96819	4.31000	               296,907.06
	CREFI/JPMCB1.090	1	CREFI/JPMCB	759 Puuloa Road	759 Puuloa Road	Honolulu	HI	96819	4.31000	               295,281.06
	CREFI/JPMCB1.091	1	CREFI/JPMCB	659 Puuloa Road	659 Puuloa Road	Honolulu	HI	96819	4.31000	               295,226.86
	CREFI/JPMCB1.092	1	CREFI/JPMCB	667 Puuloa Road	667 Puuloa Road	Honolulu	HI	96819	4.31000	               295,226.86
	CREFI/JPMCB1.093	1	CREFI/JPMCB	679 Puuloa Road	679 Puuloa Road	Honolulu	HI	96819	4.31000	               295,226.86
	CREFI/JPMCB1.094	1	CREFI/JPMCB	689 Puuloa Road	689 Puuloa Road	Honolulu	HI	96819	4.31000	               295,226.86
	CREFI/JPMCB1.095	1	CREFI/JPMCB	950 Mapunapuna Street	950 Mapunapuna Street	Honolulu	HI	96819	4.31000	               294,793.27
	CREFI/JPMCB1.096	1	CREFI/JPMCB	822 Mapunapuna Street	822 Mapunapuna Street	Honolulu	HI	96819	4.31000	               293,384.07
	CREFI/JPMCB1.097	1	CREFI/JPMCB	842 Mapunapuna Street	842 Mapunapuna Street	Honolulu	HI	96819	4.31000	               293,384.07
	CREFI/JPMCB1.098	1	CREFI/JPMCB	214 Sand Island Access Road	214 Sand Island Access Road	Honolulu	HI	96819	4.31000	               292,679.47
	CREFI/JPMCB1.099	1	CREFI/JPMCB	709 Ahua Street	709 Ahua Street	Honolulu	HI	96819	4.31000	               292,625.27
	CREFI/JPMCB1.100	1	CREFI/JPMCB	766 Mapunapuna Street	766 Mapunapuna Street	Honolulu	HI	96819	4.31000	               290,186.27
	CREFI/JPMCB1.101	1	CREFI/JPMCB	830 Mapunapuna Street	830 Mapunapuna Street	Honolulu	HI	96819	4.31000	               290,132.07
	CREFI/JPMCB1.102	1	CREFI/JPMCB	2855 Kaihikapu Street	2855 Kaihikapu Street	Honolulu	HI	96819	4.31000	               289,102.28
	CREFI/JPMCB1.103	1	CREFI/JPMCB	865 Ahua Street	865 Ahua Street	Honolulu	HI	96819	4.31000	               288,289.28
	CREFI/JPMCB1.104	1	CREFI/JPMCB	852 Mapunapuna Street	852 Mapunapuna Street	Honolulu	HI	96819	4.31000	               288,180.88
	CREFI/JPMCB1.105	1	CREFI/JPMCB	2906 Kaihikapu Street	2906 Kaihikapu Street	Honolulu	HI	96819	4.31000	               286,934.28
	CREFI/JPMCB1.106	1	CREFI/JPMCB	2879 Paa Street	2879 Paa Street	Honolulu	HI	96819	4.31000	               285,525.08
	CREFI/JPMCB1.107	1	CREFI/JPMCB	702 Ahua Street	702 Ahua Street	Honolulu	HI	96819	4.31000	               284,820.48
	CREFI/JPMCB1.108	1	CREFI/JPMCB	2864 Awaawaloa Street	2864 Awaawaloa Street	Honolulu	HI	96819	4.31000	               283,140.29
	CREFI/JPMCB1.109	1	CREFI/JPMCB	2819 Mokumoa Street - A	2819 Mokumoa Street - A	Honolulu	HI	96819	4.31000	               280,321.89
	CREFI/JPMCB1.110	1	CREFI/JPMCB	2869 Mokumoa Street	2869 Mokumoa Street	Honolulu	HI	96819	4.31000	               279,834.09
	CREFI/JPMCB1.111	1	CREFI/JPMCB	2819 Mokumoa Street - B	2819 Mokumoa Street - B	Honolulu	HI	96819	4.31000	               279,454.69
	CREFI/JPMCB1.112	1	CREFI/JPMCB	228 Mohonua Place	228 Mohonua Place	Honolulu	HI	96819	4.31000	               279,075.29
	CREFI/JPMCB1.113	1	CREFI/JPMCB	2264 Pahounui Drive	2264 Pahounui Drive	Honolulu	HI	96819	4.31000	               278,316.50
	CREFI/JPMCB1.114	1	CREFI/JPMCB	808 Ahua Street	808 Ahua Street	Honolulu	HI	96819	4.31000	               277,937.10
	CREFI/JPMCB1.115	1	CREFI/JPMCB	2827 Kaihikapu Street	2827 Kaihikapu Street	Honolulu	HI	96819	4.31000	               277,882.90
	CREFI/JPMCB1.116	1	CREFI/JPMCB	697 Ahua Street	697 Ahua Street	Honolulu	HI	96819	4.31000	               277,666.10
	CREFI/JPMCB1.117	1	CREFI/JPMCB	2849 Kaihikapu Street	2849 Kaihikapu Street	Honolulu	HI	96819	4.31000	               277,232.50
	CREFI/JPMCB1.118	1	CREFI/JPMCB	2831 Awaawaloa Street	2831 Awaawaloa Street	Honolulu	HI	96819	4.31000	               276,365.30
	CREFI/JPMCB1.119	1	CREFI/JPMCB	2858 Kaihikapu Street	2858 Kaihikapu Street	Honolulu	HI	96819	4.31000	               276,148.50
	CREFI/JPMCB1.120	1	CREFI/JPMCB	2276 Pahounui Drive	2276 Pahounui Drive	Honolulu	HI	96819	4.31000	               276,148.50
	CREFI/JPMCB1.121	1	CREFI/JPMCB	2806 Kaihikapu Street	2806 Kaihikapu Street	Honolulu	HI	96819	4.31000	               275,877.50
	CREFI/JPMCB1.122	1	CREFI/JPMCB	1052 Ahua Street	1052 Ahua Street	Honolulu	HI	96819	4.31000	               275,227.10
	CREFI/JPMCB1.123	1	CREFI/JPMCB	2889 Mokumoa Street	2889 Mokumoa Street	Honolulu	HI	96819	4.31000	               274,414.10
	CREFI/JPMCB1.124	1	CREFI/JPMCB	685 Ahua Street	685 Ahua Street	Honolulu	HI	96819	4.31000	               273,872.10
	CREFI/JPMCB1.125	1	CREFI/JPMCB	2839 Mokumoa Street	2839 Mokumoa Street	Honolulu	HI	96819	4.31000	               272,842.31
	CREFI/JPMCB1.126	1	CREFI/JPMCB	94-240 Pupuole Street	94-240 Pupuole Street	Waipahu	HI	96797	4.31000	               272,788.11
	CREFI/JPMCB1.127	1	CREFI/JPMCB	2928 Kaihikapu Street - A	2928 Kaihikapu Street - A	Honolulu	HI	96819	4.31000	               272,300.31
	CREFI/JPMCB1.128	1	CREFI/JPMCB	719 Ahua Street	719 Ahua Street	Honolulu	HI	96819	4.31000	               271,812.51
	CREFI/JPMCB1.129	1	CREFI/JPMCB	2812 Awaawaloa Street	2812 Awaawaloa Street	Honolulu	HI	96819	4.31000	               271,758.31
	CREFI/JPMCB1.130	1	CREFI/JPMCB	2927 Mokumoa Street	2927 Mokumoa Street	Honolulu	HI	96819	4.31000	               271,704.11
	CREFI/JPMCB1.131	1	CREFI/JPMCB	197 Sand Island Access Road	197 Sand Island Access Road	Honolulu	HI	96819	4.31000	               271,433.11
	CREFI/JPMCB1.132	1	CREFI/JPMCB	2844 Kaihikapu Street	2844 Kaihikapu Street	Honolulu	HI	96819	4.31000	               270,403.31
	CREFI/JPMCB1.133	1	CREFI/JPMCB	2879 Mokumoa Street	2879 Mokumoa Street	Honolulu	HI	96819	4.31000	               269,536.11
	CREFI/JPMCB1.134	1	CREFI/JPMCB	2135 Auiki Street	2135 Auiki Street	Honolulu	HI	96819	4.31000	               268,939.91
	CREFI/JPMCB1.135	1	CREFI/JPMCB	855 Ahua Street	855 Ahua Street	Honolulu	HI	96819	4.31000	               268,397.91
	CREFI/JPMCB1.136	1	CREFI/JPMCB	2122 Kaliawa Street	2122 Kaliawa Street	Honolulu	HI	96819	4.31000	               268,343.71
	CREFI/JPMCB1.137	1	CREFI/JPMCB	2831 Kaihikapu Street	2831 Kaihikapu Street	Honolulu	HI	96819	4.31000	               268,072.71
	CREFI/JPMCB1.138	1	CREFI/JPMCB	729 Ahua Street	729 Ahua Street	Honolulu	HI	96819	4.31000	               267,855.91
	CREFI/JPMCB1.139	1	CREFI/JPMCB	739 Ahua Street	739 Ahua Street	Honolulu	HI	96819	4.31000	               267,855.91
	CREFI/JPMCB1.140	1	CREFI/JPMCB	2833 Paa Street #2	2833 Paa Street #2	Honolulu	HI	96819	4.31000	               261,948.13
	CREFI/JPMCB1.141	1	CREFI/JPMCB	2833 Paa Street	2833 Paa Street	Honolulu	HI	96819	4.31000	               261,948.13
	CREFI/JPMCB1.142	1	CREFI/JPMCB	2815 Kaihikapu Street	2815 Kaihikapu Street	Honolulu	HI	96819	4.31000	               256,257.14
	CREFI/JPMCB1.143	1	CREFI/JPMCB	1062 Kikowaena Place	1062 Kikowaena Place	Honolulu	HI	96819	4.31000	               255,931.94
	CREFI/JPMCB1.144	1	CREFI/JPMCB	673 Ahua Street	673 Ahua Street	Honolulu	HI	96819	4.31000	               254,143.34
	CREFI/JPMCB1.145	1	CREFI/JPMCB	2106 Kaliawa Street	2106 Kaliawa Street	Honolulu	HI	96819	4.31000	               253,276.14
	CREFI/JPMCB1.146	1	CREFI/JPMCB	812 Mapunapuna Street	812 Mapunapuna Street	Honolulu	HI	96819	4.31000	               252,950.94
	CREFI/JPMCB1.147	1	CREFI/JPMCB	2804 Kilihau Street	2804 Kilihau Street	Honolulu	HI	96819	4.31000	               250,566.15
	CREFI/JPMCB1.148	1	CREFI/JPMCB	525 North King Street	525 North King Street	Honolulu	HI	96819	4.31000	               250,457.75
	CREFI/JPMCB1.149	1	CREFI/JPMCB	204 Sand Island Access Road	204 Sand Island Access Road	Honolulu	HI	96819	4.31000	               249,915.75
	CREFI/JPMCB1.150	1	CREFI/JPMCB	660 Ahua Street	660 Ahua Street	Honolulu	HI	96819	4.31000	               249,861.55
	CREFI/JPMCB1.151	1	CREFI/JPMCB	218 Mohonua Place	218 Mohonua Place	Honolulu	HI	96819	4.31000	               249,156.95
	CREFI/JPMCB1.152	1	CREFI/JPMCB	125 Puuhale Road	125 Puuhale Road	Honolulu	HI	96819	4.31000	               246,230.15
	CREFI/JPMCB1.153	1	CREFI/JPMCB	645 Ahua Street	645 Ahua Street	Honolulu	HI	96819	4.31000	               242,002.56
	CREFI/JPMCB1.154	1	CREFI/JPMCB	675 Mapunapuna Street	675 Mapunapuna Street	Honolulu	HI	96819	4.31000	               241,731.56
	CREFI/JPMCB1.155	1	CREFI/JPMCB	659 Ahua Street	659 Ahua Street	Honolulu	HI	96819	4.31000	               241,243.76
	CREFI/JPMCB1.156	1	CREFI/JPMCB	1055 Ahua Street	1055 Ahua Street	Honolulu	HI	96819	4.31000	               235,119.17
	CREFI/JPMCB1.157	1	CREFI/JPMCB	944 Ahua Street	944 Ahua Street	Honolulu	HI	96819	4.31000	               232,896.98
	CREFI/JPMCB1.158	1	CREFI/JPMCB	2019 Kahai Street	2019 Kahai Street	Honolulu	HI	96819	4.31000	               221,569.20
	CREFI/JPMCB1.159	1	CREFI/JPMCB	2001 Kahai Street	2001 Kahai Street	Honolulu	HI	96819	4.31000	               213,005.61
	CREFI/JPMCB1.160	1	CREFI/JPMCB	106 Puuhale Road	106 Puuhale Road	Honolulu	HI	96819	4.31000	               211,379.62
	CREFI/JPMCB1.161	1	CREFI/JPMCB	2875 Paa Street	2875 Paa Street	Honolulu	HI	96819	4.31000	               207,694.02
	CREFI/JPMCB1.162	1	CREFI/JPMCB	1024 Mapunapuna Street	1024 Mapunapuna Street	Honolulu	HI	96819	4.31000	               205,038.23
	CREFI/JPMCB1.163	1	CREFI/JPMCB	2760 Kamehameha Highway	2760 Kamehameha Highway	Honolulu	HI	96819	4.31000	               200,919.04
	CREFI/JPMCB1.164	1	CREFI/JPMCB	2635 Waiwai Loop A	2635 Waiwai Loop A	Honolulu	HI	96819	4.31000	               196,691.44
	CREFI/JPMCB1.165	1	CREFI/JPMCB	2635 Waiwai Loop B	2635 Waiwai Loop B	Honolulu	HI	96819	4.31000	               196,366.24
	CREFI/JPMCB1.166	1	CREFI/JPMCB	2836 Awaawaloa Street	2836 Awaawaloa Street	Honolulu	HI	96819	4.31000	               194,035.65
	CREFI/JPMCB1.167	1	CREFI/JPMCB	609 Ahua Street	609 Ahua Street	Honolulu	HI	96819	4.31000	               190,079.06
	CREFI/JPMCB1.168	1	CREFI/JPMCB	905 Ahua Street	905 Ahua Street	Honolulu	HI	96819	4.31000	               186,664.46
	CREFI/JPMCB1.169	1	CREFI/JPMCB	2110 Auiki Street	2110 Auiki Street	Honolulu	HI	96819	4.31000	               184,496.47
	CREFI/JPMCB1.170	1	CREFI/JPMCB	140 Puuhale Road	140 Puuhale Road	Honolulu	HI	96819	4.31000	               178,426.08
	CREFI/JPMCB1.171	1	CREFI/JPMCB	2139 Kaliawa Street	2139 Kaliawa Street	Honolulu	HI	96819	4.31000	               176,583.28
	CREFI/JPMCB1.172	1	CREFI/JPMCB	231 Sand Island Access Road	231 Sand Island Access Road	Honolulu	HI	96819	4.31000	               172,030.49
	CREFI/JPMCB1.173	1	CREFI/JPMCB	2140 Kaliawa Street	2140 Kaliawa Street	Honolulu	HI	96819	4.31000	               158,317.91
	CREFI/JPMCB1.174	1	CREFI/JPMCB	33 South Vineyard Boulevard	33 South Vineyard Boulevard	Honolulu	HI	96813	4.31000	               155,282.72
	CREFI/JPMCB1.175	1	CREFI/JPMCB	970 Ahua Street	970 Ahua Street	Honolulu	HI	96819	4.31000	               144,984.74
	CREFI/JPMCB1.176	1	CREFI/JPMCB	960 Ahua Street	960 Ahua Street	Honolulu	HI	96819	4.31000	               135,608.15
	CREFI/JPMCB1.177	1	CREFI/JPMCB	1045 Mapunapuna Street	1045 Mapunapuna Street	Honolulu	HI	96819	4.31000	               125,310.17
	CREFI/JPMCB1.178	1	CREFI/JPMCB	165 Sand Island Access Road	165 Sand Island Access Road	Honolulu	HI	96819	4.31000	               120,648.98
	CREFI/JPMCB1.179	1	CREFI/JPMCB	2839 Kilihau Street	2839 Kilihau Street	Honolulu	HI	96819	4.31000	               116,312.99
	CREFI/JPMCB1.180	1	CREFI/JPMCB	2829 Kilihau Street	2829 Kilihau Street	Honolulu	HI	96819	4.31000	               116,041.99
	CREFI/JPMCB1.181	1	CREFI/JPMCB	2833 Kilihau Street	2833 Kilihau Street	Honolulu	HI	96819	4.31000	               115,662.59
	CREFI/JPMCB1.182	1	CREFI/JPMCB	2821 Kilihau Street	2821 Kilihau Street	Honolulu	HI	96819	4.31000	               111,380.80
	CREFI/JPMCB1.183	1	CREFI/JPMCB	2808 Kam Highway	2808 Kam Highway	Honolulu	HI	96819	4.31000	               109,863.20
	CREFI/JPMCB1.184	1	CREFI/JPMCB	2815 Kilihau Street	2815 Kilihau Street	Honolulu	HI	96819	4.31000	               102,275.21
	CREFI/JPMCB1.185	1	CREFI/JPMCB	2850 Awaawaloa Street	2850 Awaawaloa Street	Honolulu	HI	96819	4.31000	                 79,294.46
	CREFI/JPMCB1.186	1	CREFI/JPMCB	846 Ala Lilikoi Street B	846 Ala Lilikoi Street B	Honolulu	HI	96818	4.31000	                 49,267.71
	GACC2	1	GACC	59 Maiden Lane	59 Maiden Lane	New York	NY	10038	3.99000	         75,000,000.00
	GACC3	1	GACC	101 California	101 California Street	San Francisco	CA	94111	3.85000	         50,000,000.00
	JPMCB1	4	JPMCB	SWVP Portfolio	Various	Various	Various	Various	4.95800	         50,000,000.00
	JPMCB1.001	1	JPMCB	InterContinental	444 Saint Charles Avenue	New Orleans	LA	70130	4.95800	         26,575,000.00
	JPMCB1.002	1	JPMCB	DoubleTree Sunrise	13400 West Sunrise Boulevard	Sunrise	FL	33323	4.95800	            9,250,000.00
	JPMCB1.003	1	JPMCB	DoubleTree Charlotte	6300 Morrison Boulevard	Charlotte	NC	28211	4.95800	            7,500,000.00
	JPMCB1.004	1	JPMCB	DoubleTree RTP	4810 Page Creek Lane	Durham	NC	27703	4.95800	            6,675,000.00



 




 






    	 	 



     


    

  





	BMARK 2019-B11 - Mortgage Loan Schedule	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Mortgage Loan	 	 	 	 	 	Mortgage	Original Principal
	ID	Loan Number	 Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate (%)	Balance ($)
	CREFI1	6	CREFI	Arbor Hotel Portfolio	Various	Various	Various	Various	5.06500	         50,000,000.00
	CREFI1.001	1	CREFI	Residence Inn Salt Lake City	285 West Broadway	Salt Lake City	UT	84101	5.06500	         11,200,000.00
	CREFI1.002	1	CREFI	Hampton Inn Santa Barbara	5665 Hollister Avenue	Goleta	CA	93117	5.06500	         10,600,000.00
	CREFI1.003	1	CREFI	Hampton Inn Bloomington	2860 Metro Drive	Bloomington	MN	55425	5.06500	            8,350,000.00
	CREFI1.004	1	CREFI	Hampton Inn Norwood	434 Providence Highway	Norwood	MA	2062	5.06500	            7,950,000.00
	CREFI1.005	1	CREFI	Springhill Suites Bloomington	2870 Metro Drive	Bloomington	MN	55425	5.06500	            6,650,000.00
	CREFI1.006	1	CREFI	Hyatt Place Arlington	2380 Road to Six Flags Street East	Arlington	TX	76011	5.06500	            5,250,000.00
	CREFI2	1	CREFI	Green Hills Corporate Center	2675 Morgantown Road	Reading	PA	19607	4.35000	         50,000,000.00
	JPMCB2	1	JPMCB	Weston I & II	1001 Winstead Drive and 5020 Weston Parkway	Cary	NC	27513	5.74230	         48,350,000.00
	GACC4	1	GACC	Moffett Towers II - Building V	1180 Discovery Way	Sunnyvale	CA	94089	4.02588	         42,500,000.00
	GACC5	1	GACC	Newport Corporate Center	3617, 3650 & 3655 131st Avenue Southeast, 3625 132nd Avenue Southeast & 12920 Southeast 38th Street	Bellevue	WA	98006	3.54323	         40,200,000.00
	CREFI3	1	CREFI	Western Digital R&D Campus	44100 & 44250 Osgood Road	Fremont	CA	94539	4.41000	         38,000,000.00
	CREFI4	1	CREFI	Lakeside Apartments	4800 Lake Trail Drive	Lisle	IL	60532	4.93500	         35,000,000.00
	GACC6	1	GACC	Central Tower Office	30, 32, 34 Third Street and 701, 703, 705 Market Street	San Francisco	CA	94103	4.06000	         34,300,000.00
	CREFI5	1	CREFI	Birch Landing Apartments	500 Maxham Road	Austell	GA	30168	4.60000	         33,000,000.00
	JPMCB3	1	JPMCB	Greenleaf at Howell	5313 Route 9 North	Howell	NJ	7731	5.10000	         26,500,000.00
	GACC7	21	GACC	Arctic Glacier Portfolio	Various	Various	Various	Various	4.66000	         24,635,000.00
	GACC7.001	1	GACC	Arctic Glacier - Menomonee	N60 W160280 Kohler Lane	Menomonee Falls	WI	53051	4.66000	            3,067,021.72
	GACC7.002	1	GACC	Arctic Glacier - West St. Paul	1654 Marthaler Lane	West Saint Paul	MN	55118	4.66000	            2,743,280.54
	GACC7.003	1	GACC	Arctic Glacier - Mississauga	200 Statesman Drive	Mississauga	ON	L5S 1X7	4.66000	            2,300,266.29
	GACC7.004	1	GACC	Arctic Glacier - Fairport	900 Turk Hill Road	Fairport	NY	14450	4.66000	            2,198,032.23
	GACC7.005	1	GACC	Arctic Glacier - West Point	2389 Saint Paul Road	West Point	IA	52656	4.66000	            1,635,744.92
	GACC7.006	1	GACC	Arctic Glacier - Twin Oaks	410 Bethel Avenue	Twin Oaks	PA	19014	4.66000	            1,567,588.88
	GACC7.007	1	GACC	Arctic Glacier - Newburgh	225 Lake Street	Newburgh	NY	12550	4.66000	            1,363,120.76
	GACC7.008	1	GACC	Arctic Glacier - Winnipeg	615 & 625 Henry Avenue	Winnipeg	MB	R3A 0V1	4.66000	            1,175,691.66
	GACC7.009	1	GACC	Arctic Glacier - Port Huron	1755 Yeager Street	Port Huron	MI	48060	4.66000	            1,124,574.63
	GACC7.010	1	GACC	Arctic Glacier - Ypsilanti	1944 McGregor Road	Ypsilanti	MI	48198	4.66000	            1,124,574.63
	GACC7.011	1	GACC	Arctic Glacier - Chatham	745 Park Avenue West	Chatham	ON	N7M 1X3	4.66000	               971,223.54
	GACC7.012	1	GACC	Arctic Glacier - Omaha	8211 F Street	Omaha	NE	68127	4.66000	               868,989.49
	GACC7.013	1	GACC	Arctic Glacier - Rapid City	1703 East Saint Patrick Street	Rapid City	SD	57703	4.66000	               783,794.44
	GACC7.014	1	GACC	Arctic Glacier - Grayling	427 South Interstate 75 Business Loop	Grayling	MI	49738	4.66000	               749,716.42
	GACC7.015	1	GACC	Arctic Glacier - Belding	510 Moulton Street	Belding	MI	48809	4.66000	               749,716.42
	GACC7.016	1	GACC	Arctic Glacier - Marshall	1601 Halbur Road	Marshall	MN	56258	4.66000	               596,365.33
	GACC7.017	1	GACC	Arctic Glacier - Dubuque	19 Nightengale Lane	Dubuque	IA	52003	4.66000	               494,131.28
	GACC7.018	1	GACC	Arctic Glacier - Lake Ozark	765 Lola Circle	Lake Ozark	MO	65065	4.66000	               477,092.27
	GACC7.019	1	GACC	Arctic Glacier - Pierre	425 South Central Avenue	Pierre	SD	57501	4.66000	               221,507.12
	GACC7.020	1	GACC	Arctic Glacier - Shelby	5140 22 Mile Road	Shelby Township	MI	48317	4.66000	               218,099.32
	GACC7.021	1	GACC	Arctic Glacier - Storm Lake	1710 Expansion Boulevard	Storm Lake	IA	50588	4.66000	               204,468.11
	JPMCB4	1	JPMCB	Hilton Melbourne	200 Rialto Place	Melbourne	FL	32901	4.81870	         24,500,000.00
	JPMCB5	1	JPMCB	Park Central Plaza I & II	4717 & 4740 Grand Avenue	Kansas City	MO	64112	4.95000	         24,000,000.00
	GACC8	1	GACC	Infinity Park Apartments	14075 Riverview Street	Detroit	MI	48223	4.75000	         20,700,000.00
	CREFI6	1	CREFI	57 East 11th Street	57 East 11th Street	New York	NY	10003	4.83000	         20,000,000.00
	GACC9	169	GACC	Heartland Dental Medical Office Portfolio	Various	Various	Various	Various	5.70000	         20,000,000.00
	GACC9.001	1	GACC	Heartland Dental Medical Office Portfolio - 1200 Network Centre Drive	1200 Network Centre Drive	Effingham	IL	62401	5.70000	               954,432.13
	GACC9.002	1	GACC	Heartland Dental Medical Office Portfolio - 9150 North East Barry Road	9150 North East Barry Road	Kansas City	MO	64157	5.70000	               330,216.07
	GACC9.003	1	GACC	Heartland Dental Medical Office Portfolio - 11925 Jones Bridge Road	11925 Jones Bridge Road	Johns Creek	GA	30005	5.70000	               277,657.62
	GACC9.004	1	GACC	Heartland Dental Medical Office Portfolio - 200 Brevco Plaza	200 Brevco Plaza	Lake St. Louis	MO	63367	5.70000	               270,921.88
	GACC9.005	1	GACC	Heartland Dental Medical Office Portfolio - 1760 West Virginia Street	1760 West Virginia Street	McKinney	TX	75069	5.70000	               256,532.96
	GACC9.006	1	GACC	Heartland Dental Medical Office Portfolio - 117 St. Patrick's Drive	117 St. Patrick's Drive	Waldorf	MD	20603	5.70000	               217,950.14
	GACC9.007	1	GACC	Heartland Dental Medical Office Portfolio - 1647 County Road 220	1647 County Road 220	Fleming Island	FL	32003	5.70000	               214,050.97
	GACC9.008	1	GACC	Heartland Dental Medical Office Portfolio - 3500 East Highway 377	3500 East Highway 377	Granbury	TX	76049	5.70000	               202,983.93
	GACC9.009	1	GACC	Heartland Dental Medical Office Portfolio - 4112 North Belt Highway	4112 North Belt Highway	St. Joseph	MO	64506	5.70000	               200,494.18
	GACC9.010	1	GACC	Heartland Dental Medical Office Portfolio - 3009 Winghaven Boulevard	3009 Winghaven Boulevard	O'Fallon	MO	63368	5.70000	               185,988.92
	GACC9.011	1	GACC	Heartland Dental Medical Office Portfolio - 2202 Althoff Drive	2202 Althoff Drive	Effingham	IL	62401	5.70000	               183,159.00
	GACC9.012	1	GACC	Heartland Dental Medical Office Portfolio - 3820 Wabash Avenue	3820 Wabash Avenue	Springfield	IL	62711	5.70000	               178,450.97
	GACC9.013	1	GACC	Heartland Dental Medical Office Portfolio - 561 East Lincoln Highway	561 East Lincoln Highway	New Lenox	IL	60451	5.70000	               172,893.08
	GACC9.014	1	GACC	Heartland Dental Medical Office Portfolio - 508 South 52nd Street	508 South 52nd Street	Rogers	AR	72758	5.70000	               170,011.08
	GACC9.015	1	GACC	Heartland Dental Medical Office Portfolio - 1025 Ashley Street	1025 Ashley Street	Bowling Green	KY	42103	5.70000	               169,951.25
	GACC9.016	1	GACC	Heartland Dental Medical Office Portfolio - 440 Erie Parkway	440 Erie Parkway	Erie	CO	80516	5.70000	               168,516.34
	GACC9.017	1	GACC	Heartland Dental Medical Office Portfolio - 1381 Citrus Tower Boulevard	1381 Citrus Tower Boulevard	Clermont	FL	34711	5.70000	               167,576.73
	GACC9.018	1	GACC	Heartland Dental Medical Office Portfolio - 1751 Pleasant Road	1751 Pleasant Road	Fort Mill	SC	29708	5.70000	               166,057.62
	GACC9.019	1	GACC	Heartland Dental Medical Office Portfolio - 9625 Lake Nona Village Place	9625 Lake Nona Village Place	Orlando	FL	32827	5.70000	               165,945.71
	GACC9.020	1	GACC	Heartland Dental Medical Office Portfolio - 615 Saint James Avenue	615 Saint James Avenue	Goose Creek	SC	29445	5.70000	               164,891.97
	GACC9.021	1	GACC	Heartland Dental Medical Office Portfolio - 13816 Narcoossee Road	13816 Narcoossee Road	Orlando	FL	32832	5.70000	               163,426.04
	GACC9.022	1	GACC	Heartland Dental Medical Office Portfolio - 1695 Wells Road	1695 Wells Road	Orange Park	FL	32073	5.70000	               158,650.42
	GACC9.023	1	GACC	Heartland Dental Medical Office Portfolio - 4355 Suwanee Dam Road	4355 Suwanee Dam Road	Suwanee	GA	30024	5.70000	               156,797.78
	GACC9.024	1	GACC	Heartland Dental Medical Office Portfolio - 7310 North Villa Drive	7310 North Villa Drive	Peoria	IL	61614	5.70000	               154,606.09
	GACC9.025	1	GACC	Heartland Dental Medical Office Portfolio - 299A Indian Lake Boulevard	299A Indian Lake Boulevard	Hendersonville	TN	37075	5.70000	               154,459.83
	GACC9.026	1	GACC	Heartland Dental Medical Office Portfolio - 2455 East Main Street	2455 East Main Street	Plainfield	IN	46168	5.70000	               153,439.34
	GACC9.027	1	GACC	Heartland Dental Medical Office Portfolio - 630 East Markey Parkway	630 East Markey Parkway	Belton	MO	64012	5.70000	               150,577.28
	GACC9.028	1	GACC	Heartland Dental Medical Office Portfolio - 1613 East Pflugerville Parkway	1613 East Pflugerville Parkway	Pflugerville	TX	78660	5.70000	               149,903.60
	GACC9.029	1	GACC	Heartland Dental Medical Office Portfolio - 782 Belle Terre Parkway	782 Belle Terre Parkway	Palm Coast	FL	32164	5.70000	               148,768.97
	GACC9.030	1	GACC	Heartland Dental Medical Office Portfolio - 11890 Highway 707	11890 Highway 707	Murrells Inlet	SC	29576	5.70000	               148,079.78
	GACC9.031	1	GACC	Heartland Dental Medical Office Portfolio - 7551 Osceola Polk Line Road	7551 Osceola Polk Line Road	Davenport	FL	33896	5.70000	               146,659.28
	GACC9.032	1	GACC	Heartland Dental Medical Office Portfolio - 100 Piper Hill Drive	100 Piper Hill Drive	St. Peters	MO	63376	5.70000	               146,601.66
	GACC9.033	1	GACC	Heartland Dental Medical Office Portfolio - 8624 Lee Vista Boulevard	8624 Lee Vista Boulevard	Orlando	FL	32829	5.70000	               146,495.29
	GACC9.034	1	GACC	Heartland Dental Medical Office Portfolio - 149 Tuscan Way	149 Tuscan Way	Saint Augustine	FL	32092	5.70000	               146,387.81
	GACC9.035	1	GACC	Heartland Dental Medical Office Portfolio - 2740 Prairie Crossing Drive	2740 Prairie Crossing Drive	Springfield	IL	62711	5.70000	               144,783.38
	GACC9.036	1	GACC	Heartland Dental Medical Office Portfolio - 2066 Bruce B. Downs Boulevard	2066 Bruce B. Downs Boulevard	Wesley Chapel	FL	33543	5.70000	               144,232.69
	GACC9.037	1	GACC	Heartland Dental Medical Office Portfolio - 209 Latitude Lane	209 Latitude Lane	Clover	SC	29710	5.70000	               143,173.41
	GACC9.038	1	GACC	Heartland Dental Medical Office Portfolio - 4608 South West College Road	4608 South West College Road	Ocala	FL	34474	5.70000	               142,012.19
	GACC9.039	1	GACC	Heartland Dental Medical Office Portfolio - 1315 Bell Road	1315 Bell Road	Antioch	TN	37013	5.70000	               141,991.14
	GACC9.040	1	GACC	Heartland Dental Medical Office Portfolio - 4237 U.S. Highway 1 South	4237 U.S. Highway 1 South	Saint Augustine	FL	32095	5.70000	               141,968.97
	GACC9.041	1	GACC	Heartland Dental Medical Office Portfolio - 1521 East Debbie Lane	1521 East Debbie Lane	Mansfield	TX	76063	5.70000	               141,174.52
	GACC9.042	1	GACC	Heartland Dental Medical Office Portfolio - 3152 South Broadway	3152 South Broadway	Edmond	OK	73013	5.70000	               140,505.26
	GACC9.043	1	GACC	Heartland Dental Medical Office Portfolio - 8701 South Garnett Road	8701 South Garnett Road	Broken Arrow	OK	74012	5.70000	               140,002.22
	GACC9.044	1	GACC	Heartland Dental Medical Office Portfolio - 450 South Weber Road	450 South Weber Road	Romeoville	IL	60446	5.70000	               139,431.58
	GACC9.045	1	GACC	Heartland Dental Medical Office Portfolio - 840 Nissan Drive	840 Nissan Drive	Smyrna	TN	37167	5.70000	               139,296.40
	GACC9.046	1	GACC	Heartland Dental Medical Office Portfolio - 12222 Route 47	12222 Route 47	Huntley	IL	60142	5.70000	               137,577.84
	GACC9.047	1	GACC	Heartland Dental Medical Office Portfolio - 3415 Livernois Road	3415 Livernois Road	Troy	MI	48083	5.70000	               136,765.65
	GACC9.048	1	GACC	Heartland Dental Medical Office Portfolio - 5309 Buffalo Gap Road	5309 Buffalo Gap Road	Abilene	TX	79606	5.70000	               136,689.20
	GACC9.049	1	GACC	Heartland Dental Medical Office Portfolio - 8190 Windfall Lane	8190 Windfall Lane	Camby	IN	46113	5.70000	               135,677.56
	GACC9.050	1	GACC	Heartland Dental Medical Office Portfolio - 2620 East Highway 50	2620 East Highway 50	Clermont	FL	34711	5.70000	               133,800.55
	GACC9.051	1	GACC	Heartland Dental Medical Office Portfolio - 10670 Southwest Tradition Square	10670 Southwest Tradition Square	Port St. Lucie	FL	34987	5.70000	               133,571.19
	GACC9.052	1	GACC	Heartland Dental Medical Office Portfolio - 4939 Courthouse Street	4939 Courthouse Street	Williamsburg	VA	23188	5.70000	               133,546.81
	GACC9.053	1	GACC	Heartland Dental Medical Office Portfolio - 2301 Old Canoe Creek Road	2301 Old Canoe Creek Road	St. Cloud	FL	34772	5.70000	               133,440.44
	GACC9.054	1	GACC	Heartland Dental Medical Office Portfolio - 507 North Hershey Road	507 North Hershey Road	Bloomington	IL	61704	5.70000	               133,279.78
	GACC9.055	1	GACC	Heartland Dental Medical Office Portfolio - 242 Southwoods Center	242 Southwoods Center	Columbia	IL	62236	5.70000	               131,855.96
	GACC9.056	1	GACC	Heartland Dental Medical Office Portfolio - 3016 Columbia Avenue	3016 Columbia Avenue	Franklin	TN	37064	5.70000	               130,714.68
	GACC9.057	1	GACC	Heartland Dental Medical Office Portfolio - 4120 North 197th Avenue	4120 North 197th Avenue	Litchfield Park	AZ	85340	5.70000	               130,421.05
	GACC9.058	1	GACC	Heartland Dental Medical Office Portfolio - 13794 Beach Boulevard	13794 Beach Boulevard	Jacksonville	FL	32224	5.70000	               129,707.48
	GACC9.059	1	GACC	Heartland Dental Medical Office Portfolio - 3037 Southwest Port St. Lucie Boulevard	3037 Southwest Port St. Lucie Boulevard	Port St. Lucie	FL	34953	5.70000	               129,603.32
	GACC9.060	1	GACC	Heartland Dental Medical Office Portfolio - 1840 Dekalb Avenue	1840 Dekalb Avenue	Sycamore	IL	60178	5.70000	               128,586.15
	GACC9.061	1	GACC	Heartland Dental Medical Office Portfolio - 9100 Highway 119	9100 Highway 119	Alabaster	AL	35007	5.70000	               128,291.41
	GACC9.062	1	GACC	Heartland Dental Medical Office Portfolio - 42 Market Square Road	42 Market Square Road	Newnan	GA	30265	5.70000	               128,288.09
	GACC9.063	1	GACC	Heartland Dental Medical Office Portfolio - 2707 Sycamore Road	2707 Sycamore Road	DeKalb	IL	60115	5.70000	               128,216.07
	GACC9.064	1	GACC	Heartland Dental Medical Office Portfolio - 2014 Lime Kiln Road	2014 Lime Kiln Road	Bellevue	WI	54311	5.70000	               126,509.70
	GACC9.065	1	GACC	Heartland Dental Medical Office Portfolio - 103 Farabee Drive North	103 Farabee Drive North	Lafayette	IN	47905	5.70000	               126,269.25
	GACC9.066	1	GACC	Heartland Dental Medical Office Portfolio - 4999 North Tanner Road	4999 North Tanner Road	Orlando	FL	32826	5.70000	               125,736.29
	GACC9.067	1	GACC	Heartland Dental Medical Office Portfolio - 674 Lake Joy Road	674 Lake Joy Road	Warner Robins	GA	31047	5.70000	               125,420.50
	GACC9.068	1	GACC	Heartland Dental Medical Office Portfolio - 1828 IN-44	1828 IN-44	Shelbyville	IN	46176	5.70000	               125,303.05
	GACC9.069	1	GACC	Heartland Dental Medical Office Portfolio - 2950 South Rutherford Boulevard	2950 South Rutherford Boulevard	Murfreesboro	TN	37130	5.70000	               124,940.72
	GACC9.070	1	GACC	Heartland Dental Medical Office Portfolio - 545 East Hunt Highway	545 East Hunt Highway	San Tan Valley	AZ	85143	5.70000	               124,641.55
	GACC9.071	1	GACC	Heartland Dental Medical Office Portfolio - 17810 Pierce Plaza	17810 Pierce Plaza	Omaha	NE	68130	5.70000	               124,295.84
	GACC9.072	1	GACC	Heartland Dental Medical Office Portfolio - 5445 South Williamson Boulevard	5445 South Williamson Boulevard	Port Orange	FL	32128	5.70000	               123,780.61
	GACC9.073	1	GACC	Heartland Dental Medical Office Portfolio - 780 East-West Connector South West	780 East-West Connector South West	Austell	GA	30106	5.70000	               123,109.14
	GACC9.074	1	GACC	Heartland Dental Medical Office Portfolio - 16620 West 159th Street	16620 West 159th Street	Lockport	IL	60441	5.70000	               122,935.18
	GACC9.075	1	GACC	Heartland Dental Medical Office Portfolio - 13851 North US Highway 441	13851 North US Highway 441	Lady Lake	FL	32159	5.70000	               122,710.25
	GACC9.076	1	GACC	Heartland Dental Medical Office Portfolio - 3120 Mahan Drive	3120 Mahan Drive	Tallahassee	FL	32308	5.70000	               121,710.80
	GACC9.077	1	GACC	Heartland Dental Medical Office Portfolio - 2000 Veterans Memorial Parkway South	2000 Veterans Memorial Parkway South	Lafayette	IN	47909	5.70000	               120,876.45
	GACC9.078	1	GACC	Heartland Dental Medical Office Portfolio - 1402 U.S. Route 12	1402 U.S. Route 12	Fox Lake	IL	60020	5.70000	               119,347.37
	GACC9.079	1	GACC	Heartland Dental Medical Office Portfolio - 1776 Blanding Boulevard	1776 Blanding Boulevard	Middleburg	FL	32068	5.70000	               119,105.82
	GACC9.080	1	GACC	Heartland Dental Medical Office Portfolio - 3012 Anchor Drive	3012 Anchor Drive	Hamilton	OH	45011	5.70000	               118,189.47
	GACC9.081	1	GACC	Heartland Dental Medical Office Portfolio - 1715 West Main Street	1715 West Main Street	Lebanon	TN	37087	5.70000	               117,881.44
	GACC9.082	1	GACC	Heartland Dental Medical Office Portfolio - 10389 Big Bend Road	10389 Big Bend Road	Riverview	FL	33568	5.70000	               117,782.83
	GACC9.083	1	GACC	Heartland Dental Medical Office Portfolio - 7103 Whitestown Parkway	7103 Whitestown Parkway	Zionsville	IN	46077	5.70000	               117,751.80
	GACC9.084	1	GACC	Heartland Dental Medical Office Portfolio - 2751 Fountain Place	2751 Fountain Place	Wildwood	MO	63040	5.70000	               117,612.19
	GACC9.085	1	GACC	Heartland Dental Medical Office Portfolio - 2030 Crossing Circle	2030 Crossing Circle	Spring Hill	TN	37174	5.70000	               117,561.22
	GACC9.086	1	GACC	Heartland Dental Medical Office Portfolio - 13101 East 96th Street North	13101 East 96th Street North	Owasso	OK	74055	5.70000	               116,920.78
	GACC9.087	1	GACC	Heartland Dental Medical Office Portfolio - 692 Essington Road	692 Essington Road	Joliet	IL	60435	5.70000	               116,339.06
	GACC9.088	1	GACC	Heartland Dental Medical Office Portfolio - 240 Blossom Park Drive	240 Blossom Park Drive	Georgetown	KY	40324	5.70000	               114,937.40
	GACC9.089	1	GACC	Heartland Dental Medical Office Portfolio - 6005 Watson Boulevard	6005 Watson Boulevard	Byron	GA	31008	5.70000	               114,827.70
	GACC9.090	1	GACC	Heartland Dental Medical Office Portfolio - 3237 Sixes Road	3237 Sixes Road	Canton	GA	30114	5.70000	               113,972.30
	GACC9.091	1	GACC	Heartland Dental Medical Office Portfolio - 4030 Winder Highway	4030 Winder Highway	Flowery Branch	GA	30542	5.70000	               113,785.04
	GACC9.092	1	GACC	Heartland Dental Medical Office Portfolio - 8605 East State Road 70	8605 East State Road 70	Bradenton	FL	34202	5.70000	               113,756.23
	GACC9.093	1	GACC	Heartland Dental Medical Office Portfolio - 540 West Walnut Street	540 West Walnut Street	Oglesby	IL	61348	5.70000	               111,208.86
	GACC9.094	1	GACC	Heartland Dental Medical Office Portfolio - 5630 Plank Road	5630 Plank Road	Fredericksburg	VA	22407	5.70000	               110,549.58
	GACC9.095	1	GACC	Heartland Dental Medical Office Portfolio - 10505 Lima Road	10505 Lima Road	Fort Wayne	IN	46818	5.70000	               109,575.62
	GACC9.096	1	GACC	Heartland Dental Medical Office Portfolio - 7485 Vanderbilt Beach Boulevard	7485 Vanderbilt Beach Boulevard	Naples	FL	34119	5.70000	               109,362.88
	GACC9.097	1	GACC	Heartland Dental Medical Office Portfolio - 2701 South Koke Mill Road	2701 South Koke Mill Road	Springfield	IL	62704	5.70000	               107,763.99
	GACC9.098	1	GACC	Heartland Dental Medical Office Portfolio - 22329 Greenview Parkway	22329 Greenview Parkway	Great Mills	MD	20634	5.70000	               105,755.12
	GACC9.099	1	GACC	Heartland Dental Medical Office Portfolio - 25000 Bernwood Drive	25000 Bernwood Drive	Bonita Springs	FL	34135	5.70000	               102,382.27
	GACC9.100	1	GACC	Heartland Dental Medical Office Portfolio - 3500 Clemson Boulevard	3500 Clemson Boulevard	Anderson	SC	29621	5.70000	               100,236.01
	GACC9.101	1	GACC	Heartland Dental Medical Office Portfolio - 2222 Highway 540A East	2222 Highway 540A East	Lakeland	FL	33813	5.70000	                 99,714.13
	GACC9.102	1	GACC	Heartland Dental Medical Office Portfolio - 1055 Pine Log Road	1055 Pine Log Road	Aiken	SC	29803	5.70000	                 99,524.65
	GACC9.103	1	GACC	Heartland Dental Medical Office Portfolio - 4315 North Holland Sylvania Road	4315 North Holland Sylvania Road	Sylvania	OH	43623	5.70000	                 99,352.91
	GACC9.104	1	GACC	Heartland Dental Medical Office Portfolio - 21300 Town Commons Drive	21300 Town Commons Drive	Estero	FL	33928	5.70000	                 99,273.13
	GACC9.105	1	GACC	Heartland Dental Medical Office Portfolio - 1905 Convenience Place	1905 Convenience Place	Champaign	IL	61820	5.70000	                 99,236.56
	GACC9.106	1	GACC	Heartland Dental Medical Office Portfolio - 3308 Platt Springs Road	3308 Platt Springs Road	West Columbia	SC	29170	5.70000	                 98,561.77
	GACC9.107	1	GACC	Heartland Dental Medical Office Portfolio - 132 Milestone Way	132 Milestone Way	Greenville	SC	29615	5.70000	                 97,126.87
	GACC9.108	1	GACC	Heartland Dental Medical Office Portfolio - 1429 Chester Boulevard	1429 Chester Boulevard	Richmond	IN	47374	5.70000	                 96,396.68
	GACC9.109	1	GACC	Heartland Dental Medical Office Portfolio - 1339 North Sumter Boulevard	1339 North Sumter Boulevard	North Port	FL	34286	5.70000	                 95,412.74
	GACC9.110	1	GACC	Heartland Dental Medical Office Portfolio - 1536 Farm to Market 359 Road	1536 Farm to Market 359 Road	Richmond	TX	77406	5.70000	                 95,378.39
	GACC9.111	1	GACC	Heartland Dental Medical Office Portfolio - 3585 North 168th Court	3585 North 168th Court	Omaha	NE	68116	5.70000	                 93,746.26
	GACC9.112	1	GACC	Heartland Dental Medical Office Portfolio - 1980 U.S. Highway 1 South	1980 U.S. Highway 1 South	St. Augustine	FL	32086	5.70000	                 92,658.17
	GACC9.113	1	GACC	Heartland Dental Medical Office Portfolio - 13328 Metcalf Avenue	13328 Metcalf Avenue	Overland Park	KS	66213	5.70000	                 90,226.04
	GACC9.114	1	GACC	Heartland Dental Medical Office Portfolio - 826 West Lincoln Avenue	826 West Lincoln Avenue	Charleston	IL	61920	5.70000	                 89,987.81
	GACC9.115	1	GACC	Heartland Dental Medical Office Portfolio - 1515 West 45th Avenue	1515 West 45th Avenue	Griffith	IN	46319	5.70000	                 88,132.96
	GACC9.116	1	GACC	Heartland Dental Medical Office Portfolio - 1012 Mill Pond Lane	1012 Mill Pond Lane	Greencastle	IN	46135	5.70000	                 86,753.46
	GACC9.117	1	GACC	Heartland Dental Medical Office Portfolio - 621 Chatham Avenue	621 Chatham Avenue	Columbia	SC	29205	5.70000	                 84,955.12
	GACC9.118	1	GACC	Heartland Dental Medical Office Portfolio - 24940 South Tamiami Trail	24940 South Tamiami Trail	Bonita Springs	FL	34134	5.70000	                 84,115.24
	GACC9.119	1	GACC	Heartland Dental Medical Office Portfolio - 609 Front Street	609 Front Street	Celebration	FL	34747	5.70000	                 83,296.40
	GACC9.120	1	GACC	Heartland Dental Medical Office Portfolio - 6190 LBJ Freeway	6190 LBJ Freeway	Dallas	TX	75240	5.70000	                 82,156.23
	GACC9.121	1	GACC	Heartland Dental Medical Office Portfolio - 3417 Schofield Avenue	3417 Schofield Avenue	Weston	WI	54476	5.70000	                 80,664.82
	GACC9.122	1	GACC	Heartland Dental Medical Office Portfolio - 330 Park Place	330 Park Place	Mishawaka	IN	46545	5.70000	                 80,466.48
	GACC9.123	1	GACC	Heartland Dental Medical Office Portfolio - 1490 North Green Mount Road	1490 North Green Mount Road	O'Fallon	IL	62269	5.70000	                 79,121.33
	GACC9.124	1	GACC	Heartland Dental Medical Office Portfolio - 213 Main Street	213 Main Street	Blythewood	SC	29016	5.70000	                 77,789.47
	GACC9.125	1	GACC	Heartland Dental Medical Office Portfolio - 11119 Hearth Road	11119 Hearth Road	Spring Hill	FL	34608	5.70000	                 77,783.93
	GACC9.126	1	GACC	Heartland Dental Medical Office Portfolio - 2362 West Boulevard Street	2362 West Boulevard Street	Kokomo	IN	46902	5.70000	                 76,993.91
	GACC9.127	1	GACC	Heartland Dental Medical Office Portfolio - 2812 East Main Street	2812 East Main Street	Merrill	WI	54452	5.70000	                 76,786.70
	GACC9.128	1	GACC	Heartland Dental Medical Office Portfolio - 1202 South Broad Street	1202 South Broad Street	Scottsboro	AL	35768	5.70000	                 76,740.17
	GACC9.129	1	GACC	Heartland Dental Medical Office Portfolio - 8790 Walnut Grove Road	8790 Walnut Grove Road	Cordova	TN	38018	5.70000	                 76,552.91
	GACC9.130	1	GACC	Heartland Dental Medical Office Portfolio - 10708 East State Road 64	10708 East State Road 64	Bradenton	FL	34212	5.70000	                 75,868.14
	GACC9.131	1	GACC	Heartland Dental Medical Office Portfolio - 2184 FM 3009	2184 FM 3009	Schertz	TX	78154	5.70000	                 75,848.20
	GACC9.132	1	GACC	Heartland Dental Medical Office Portfolio - 2210 Boiling Springs Road	2210 Boiling Springs Road	Boiling Springs	SC	29316	5.70000	                 75,000.55
	GACC9.133	1	GACC	Heartland Dental Medical Office Portfolio - 3105 Kirby Whitten Road	3105 Kirby Whitten Road	Bartlett	TN	38134	5.70000	                 74,827.70
	GACC9.134	1	GACC	Heartland Dental Medical Office Portfolio - 716 32nd Street South	716 32nd Street South	Birmingham	AL	35233	5.70000	                 74,388.92
	GACC9.135	1	GACC	Heartland Dental Medical Office Portfolio - 1010 West U.S. Route 6	1010 West U.S. Route 6	Morris	IL	60450	5.70000	                 71,863.71
	GACC9.136	1	GACC	Heartland Dental Medical Office Portfolio - 935 West Exchange Parkway	935 West Exchange Parkway	Allen	TX	75013	5.70000	                 69,316.34
	GACC9.137	1	GACC	Heartland Dental Medical Office Portfolio - 3608 Jeffco Boulevard	3608 Jeffco Boulevard	Arnold	MO	63010	5.70000	                 69,119.11
	GACC9.138	1	GACC	Heartland Dental Medical Office Portfolio - 998 Williford Court	998 Williford Court	Spring Hill	TN	37174	5.70000	                 69,116.90
	GACC9.139	1	GACC	Heartland Dental Medical Office Portfolio - 4405 Highway 17	4405 Highway 17	Murrells Inlet	SC	29576	5.70000	                 68,781.16
	GACC9.140	1	GACC	Heartland Dental Medical Office Portfolio - 3003 Twin Rivers Drive	3003 Twin Rivers Drive	Arkadelphia	AR	71923	5.70000	                 66,949.58
	GACC9.141	1	GACC	Heartland Dental Medical Office Portfolio - 12260 Tamiami Trail East	12260 Tamiami Trail East	Naples	FL	34113	5.70000	                 66,732.41
	GACC9.142	1	GACC	Heartland Dental Medical Office Portfolio - 1405 South 25th Street	1405 South 25th Street	Fort Pierce	FL	34947	5.70000	                 66,168.42
	GACC9.143	1	GACC	Heartland Dental Medical Office Portfolio - 12605 Troxler Avenue	12605 Troxler Avenue	Highland	IL	62249	5.70000	                 64,663.71
	GACC9.144	1	GACC	Heartland Dental Medical Office Portfolio - 122 Stone Trace Drive	122 Stone Trace Drive	Mount Sterling	KY	40353	5.70000	                 61,479.22
	GACC9.145	1	GACC	Heartland Dental Medical Office Portfolio - 4455 Florida National Drive	4455 Florida National Drive	Lakeland	FL	33813	5.70000	                 61,083.66
	GACC9.146	1	GACC	Heartland Dental Medical Office Portfolio - 3645 North Council Road	3645 North Council Road	Bethany	OK	73008	5.70000	                 60,980.61
	GACC9.147	1	GACC	Heartland Dental Medical Office Portfolio - 9305 Market Square Drive	9305 Market Square Drive	Streetsboro	OH	44241	5.70000	                 58,823.27
	GACC9.148	1	GACC	Heartland Dental Medical Office Portfolio - 3420 Bayside Lakes Boulevard Southeast	3420 Bayside Lakes Boulevard Southeast	Palm Bay	FL	32909	5.70000	                 56,570.64
	GACC9.149	1	GACC	Heartland Dental Medical Office Portfolio - 309 West Ogden Avenue	309 West Ogden Avenue	Naperville	IL	60563	5.70000	                 55,762.88
	GACC9.150	1	GACC	Heartland Dental Medical Office Portfolio - 456 University Boulevard North	456 University Boulevard North	Jacksonville	FL	32211	5.70000	                 55,223.27
	GACC9.151	1	GACC	Heartland Dental Medical Office Portfolio - 1316 McMillan Street	1316 McMillan Street	Worthington	MN	56187	5.70000	                 54,849.86
	GACC9.152	1	GACC	Heartland Dental Medical Office Portfolio - 6233 Veterans Parkway	6233 Veterans Parkway	Columbus	GA	31909	5.70000	                 53,518.01
	GACC9.153	1	GACC	Heartland Dental Medical Office Portfolio - 116 Calumet Center Road	116 Calumet Center Road	LaGrange	GA	30241	5.70000	                 52,288.09
	GACC9.154	1	GACC	Heartland Dental Medical Office Portfolio - 828 South Main Street	828 South Main Street	London	KY	40741	5.70000	                 52,281.44
	GACC9.155	1	GACC	Heartland Dental Medical Office Portfolio - 7200 Red Hawk Court	7200 Red Hawk Court	Fort Worth	TX	76132	5.70000	                 49,104.71
	GACC9.156	1	GACC	Heartland Dental Medical Office Portfolio - 303 Ashby Park Lane	303 Ashby Park Lane	Greenville	SC	29607	5.70000	                 48,956.23
	GACC9.157	1	GACC	Heartland Dental Medical Office Portfolio - 3106 Professional Plaza	3106 Professional Plaza	Germantown	TN	38138	5.70000	                 43,698.61
	GACC9.158	1	GACC	Heartland Dental Medical Office Portfolio - 1950 Chesley Drive	1950 Chesley Drive	Sterling Heights	MI	48310	5.70000	                 43,450.42
	GACC9.159	1	GACC	Heartland Dental Medical Office Portfolio - 104 South Houston Road	104 South Houston Road	Warner Robins	GA	31088	5.70000	                 43,366.20
	GACC9.160	1	GACC	Heartland Dental Medical Office Portfolio - 103 East Tatum Avenue	103 East Tatum Avenue	McColl	SC	29570	5.70000	                 42,831.03
	GACC9.161	1	GACC	Heartland Dental Medical Office Portfolio - 165 Juniper Circle	165 Juniper Circle	Brunswick	GA	31520	5.70000	                 42,777.84
	GACC9.162	1	GACC	Heartland Dental Medical Office Portfolio - 135 East Broadway Street	135 East Broadway Street	Sand Springs	OK	74063	5.70000	                 40,959.56
	GACC9.163	1	GACC	Heartland Dental Medical Office Portfolio - 9360 Two Notch Road	9360 Two Notch Road	Columbia	SC	29223	5.70000	                 40,395.57
	GACC9.164	1	GACC	Heartland Dental Medical Office Portfolio - 12988 Georgia Highway 9	12988 Georgia Highway 9	Milton	GA	30004	5.70000	                 38,064.27
	GACC9.165	1	GACC	Heartland Dental Medical Office Portfolio - 5 Jannell Court	5 Jannell Court	Epping	NH	03042	5.70000	                 38,005.54
	GACC9.166	1	GACC	Heartland Dental Medical Office Portfolio - 1617 East Main Street	1617 East Main Street	Easley	SC	29640	5.70000	                 37,916.90
	GACC9.167	1	GACC	Heartland Dental Medical Office Portfolio - 2116 Vista Oeste North West, Unit 202	2116 Vista Oeste North West, Unit 202	Albuquerque	NM	87120	5.70000	                 37,752.91
	GACC9.168	1	GACC	Heartland Dental Medical Office Portfolio - 50 South Kyrene Road, Suite 5	50 South Kyrene Road, Suite 5	Chandler	AZ	85226	5.70000	                 30,663.71
	GACC9.169	1	GACC	Heartland Dental Medical Office Portfolio - 101 Rice Bent Way Suite 4	101 Rice Bent Way Suite 4	Columbia	SC	29205	5.70000	                 24,660.39
	GACC10	1	GACC	Stonebrook Apartments Phase II	4846, 4850, 4870, 4874, 4878, 4882, 4886 Rural Road Southwest	Tumwater	WA	98512	5.02000	         18,700,000.00
	GACC11	1	GACC	Hawk View Industrial Park 	5918, 6101, 6107, 6113, 6312, 6316 & 6400 South County Road 1273; 5910 & 6108 South County Road 1270; 9513, 9604 & 9614 West County Road 143	Midland	TX	79706	4.92000	         17,300,000.00
	CREFI7	1	CREFI	Magnolia Hotel St. Louis	421 North 8th Street	Saint Louis	MO	63101	4.77000	         16,500,000.00
	CREFI8	3	CREFI	Augusta Self Storage Portfolio	Various	Various	GA	Various	4.60000	         15,350,000.00
	CREFI8.001	1	CREFI	Hollywood Storage - Evans	457 Columbia Industrial Boulevard	Evans	GA	30809	4.60000	            9,233,713.00
	CREFI8.002	1	CREFI	Hollywood Storage - Augusta	4388 Ridge Trail and 4308 Belair Frontage Road	Augusta	GA	30907, 30909	4.60000	            4,097,558.00
	CREFI8.003	1	CREFI	Hollywood Storage - Martinez	109 Old Evans Road	Martinez	GA	30907	4.60000	            2,018,729.00
	GACC12	1	GACC	Clinton West	3007 Clinton Avenue	Cleveland	OH	44113	4.99000	         15,262,500.00
	CREFI9	1	CREFI	Residence Inn - Lynchburg	2630 Wards Road	Lynchburg	VA	24502	4.76000	         14,000,000.00
	GACC13	1	GACC	IRG Moraine Industrial	2601 West Stroop Road	Moraine	OH	45439	4.76000	         13,642,500.00
	GACC14	1	GACC	One Parkway North	1 Parkway North Boulevard	Deerfield	IL	60015	4.42500	         12,675,000.00
	GACC15	1	GACC	Pine Terrace Apartments	3901 Omeara Drive	Houston	TX	77025	5.21000	         12,000,000.00
	GACC16	1	GACC	Orchard Park Apartments	3940 Dawes Street	Riverside	CA	92503	5.09000	         11,000,000.00
	GACC17	1	GACC	Rockridge Plaza	5217 82nd Street	Lubbock	TX	79424	4.90000	         10,500,000.00
	CREFI10	1	CREFI	Giant Hershey PA	1250 Cocoa Avenue 	Hershey 	PA	17033	4.25000	         10,400,000.00
	CREFI11	1	CREFI	2211 West Camelback Road	2211 West Camelback Road	Phoenix	AZ	85015	4.75000	            9,000,000.00
	GACC18	2	GACC	Pell City Portfolio	Various	Pell City	AL	35125	4.57000	            8,600,000.00
	GACC18.001	1	GACC	Holiday Inn-Pell City	240 Vaughan Lane	Pell City	AL	35125	4.57000	            4,472,000.00
	GACC18.002	1	GACC	Hampton Inn-Pell City	220 Vaughan Lane	Pell City	AL	35125	4.57000	            4,128,000.00
	GACC19	1	GACC	364 Bush	364 Bush Street	San Francisco	CA	94104	5.24000	            7,845,000.00
	GACC20	1	GACC	1731 15th Street	1731 15th Street	San Francisco	CA	94103	5.10000	            7,300,000.00
	GACC21	1	GACC	Sunridge Apartments 	3348 Flushing Road	Flint	MI	48504	5.14000	            5,300,000.00
	GACC22	1	GACC	Alamo Drafthouse Cinema - Lubbock	120 West Loop 289	Lubbock	TX	79416	4.55000	            5,000,000.00
	CREFI12	1	CREFI	Piney Green Food Lion	175 Freedom Way	Jacksonville	NC	28544	4.70000	            4,250,000.00


 






    	 	 



     


    

 





	BMARK 2019-B11 - Mortgage Loan Schedule	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Interest	 	 	 	 	 
	 	 	Mortgage Loan	 	Cut-off Date 	Maturity Date	Due	Current Monthly	Servicing	Accrual 	 Letter of  	Post-ARD 	Part of	Leasehold	Current Mezzanine
	ID	Loan Number	 Seller	Mortgage Loan Name	Stated Principal Balance ($)	or ARD	Date 	Debt Service ($)	Fee Rate	Method	 Credit 	Revised Rate	Whole Loan	Interest	or Subordinate Debt
	GACC1	1	GACC	3 Columbus Circle	                                                  100,000,000.00	3/11/2029	11	         330,696.76	0.00375%	Actual/360	 No 	 	Yes	Fee	Yes
	CREFI/JPMCB1	186	CREFI/JPMCB	ILPT Hawaii Portfolio	                                                    78,000,000.00	2/7/2029	7	         284,040.97	0.00250%	Actual/360	 No 	 	Yes	Fee	No
	CREFI/JPMCB1.001	1	CREFI/JPMCB	2810 Pukoloa Street	                                                       3,758,708.99	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.002	1	CREFI/JPMCB	1360 Pali Highway	                                                       2,275,474.47	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.003	1	CREFI/JPMCB	1001 Ahua Street	                                                       2,027,347.32	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.004	1	CREFI/JPMCB	848 Ala Lilikoi Street A	                                                       1,981,656.81	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.005	1	CREFI/JPMCB	2850 Paa Street	                                                       1,888,270.38	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.006	1	CREFI/JPMCB	949 Mapunapuna Street	                                                       1,877,701.40	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.007	1	CREFI/JPMCB	2828 Paa Street	                                                       1,463,343.15	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.008	1	CREFI/JPMCB	80 Sand Island Access Road	                                                       1,255,161.32	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.009	1	CREFI/JPMCB	1030 Mapunapuna Street	                                                       1,045,190.91	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.010	1	CREFI/JPMCB	150 Puuhale Road	                                                       1,013,809.16	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.011	1	CREFI/JPMCB	2344 Pahounui Drive	                                                       1,013,700.76	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.012	1	CREFI/JPMCB	120 Sand Island Access Road	                                                          975,598.23	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.013	1	CREFI/JPMCB	1122 Mapunapuna Street	                                                          951,045.68	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.014	1	CREFI/JPMCB	2915 Kaihikapu Street	                                                          864,596.83	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.015	1	CREFI/JPMCB	819 Ahua Street	                                                          839,881.68	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.016	1	CREFI/JPMCB	2144 Auiki Street	                                                          812,998.53	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.017	1	CREFI/JPMCB	1027 Kikowaena Place	                                                          791,155.97	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.018	1	CREFI/JPMCB	1931 Kahai Street	                                                          745,519.65	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.019	1	CREFI/JPMCB	148 Mokauea Street	                                                          641,726.84	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.020	1	CREFI/JPMCB	2886 Paa Street	                                                          608,990.10	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.021	1	CREFI/JPMCB	2838 Kilihau Street	                                                          592,459.13	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.022	1	CREFI/JPMCB	803 Ahua Street	                                                          588,665.13	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.023	1	CREFI/JPMCB	220 Puuhale Road	                                                          575,440.36	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.024	1	CREFI/JPMCB	930 Mapunapuna Street	                                                          565,792.77	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.025	1	CREFI/JPMCB	2103 Kaliawa Street	                                                          564,220.98	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.026	1	CREFI/JPMCB	2969 Mapunapuna Place	                                                          561,944.58	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.027	1	CREFI/JPMCB	158 Sand Island Access Road	                                                          557,445.99	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.028	1	CREFI/JPMCB	1926 Auiki Street	                                                          555,548.99	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.029	1	CREFI/JPMCB	113 Puuhale Road	                                                          539,885.22	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.030	1	CREFI/JPMCB	2250 Pahounui Drive	                                                          532,026.24	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.031	1	CREFI/JPMCB	733 Mapunapuna Street	                                                          527,961.24	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.032	1	CREFI/JPMCB	761 Ahua Street	                                                          526,064.25	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.033	1	CREFI/JPMCB	918 Ahua Street	                                                          513,489.87	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.034	1	CREFI/JPMCB	180 Sand Island Access Road	                                                          506,931.68	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.035	1	CREFI/JPMCB	2829 Awaawaloa Street	                                                          505,685.08	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.036	1	CREFI/JPMCB	120 Mokauea Street	                                                          501,349.09	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.037	1	CREFI/JPMCB	2861 Mokumoa Street	                                                          496,958.90	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.038	1	CREFI/JPMCB	2826 Kaihikapu Street	                                                          493,381.71	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.039	1	CREFI/JPMCB	179 Sand Island Access Road	                                                          490,238.11	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.040	1	CREFI/JPMCB	855 Mapunapuna Street	                                                          480,482.13	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.041	1	CREFI/JPMCB	2308 Pahounui Drive	                                                          461,728.96	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.042	1	CREFI/JPMCB	619 Mapunapuna Street	                                                          449,154.59	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.043	1	CREFI/JPMCB	2846-A Awaawaloa Street	                                                          447,962.19	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.044	1	CREFI/JPMCB	238 Sand Island Access Road	                                                          445,523.19	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.045	1	CREFI/JPMCB	704 Mapunapuna Street	                                                          443,680.40	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.046	1	CREFI/JPMCB	120B Mokauea Street	                                                          433,599.21	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.047	1	CREFI/JPMCB	1150 Kikowaena Street	                                                          427,528.82	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.048	1	CREFI/JPMCB	2127 Auiki Street	                                                          423,789.03	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.049	1	CREFI/JPMCB	2810 Paa Street	                                                          418,911.04	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.050	1	CREFI/JPMCB	2841 Pukoloa Street	                                                          401,892.27	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.051	1	CREFI/JPMCB	1000 Mapunapuna Street	                                                          400,754.07	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.052	1	CREFI/JPMCB	2829 Pukoloa Street	                                                          399,182.28	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.053	1	CREFI/JPMCB	889 Ahua Street	                                                          398,911.28	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.054	1	CREFI/JPMCB	2819 Pukoloa Street	                                                          397,339.48	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.055	1	CREFI/JPMCB	1038 Kikowaena Place	                                                          369,643.33	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.056	1	CREFI/JPMCB	2965 Mokumoa Street	                                                          369,263.93	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.057	1	CREFI/JPMCB	850 Ahua Street	                                                          358,749.15	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.058	1	CREFI/JPMCB	1330 Pali Highway	                                                          355,117.76	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.059	1	CREFI/JPMCB	2865 Pukoloa Street	                                                          354,413.16	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.060	1	CREFI/JPMCB	2855 Pukoloa Street	                                                          354,413.16	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.061	1	CREFI/JPMCB	789 Mapunapuna Street	                                                          351,865.76	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.062	1	CREFI/JPMCB	2960 Mokumoa Street	                                                          349,480.97	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.063	1	CREFI/JPMCB	231B Sand Island Access Road	                                                          346,228.97	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.064	1	CREFI/JPMCB	2020 Auiki Street	                                                          343,410.58	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.065	1	CREFI/JPMCB	2857 Awaawaloa Street	                                                          341,296.78	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.066	1	CREFI/JPMCB	1050 Kikowaena Place	                                                          336,906.59	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.067	1	CREFI/JPMCB	2850 Mokumoa Street	                                                          336,635.59	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.068	1	CREFI/JPMCB	2840 Mokumoa Street	                                                          336,310.39	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.069	1	CREFI/JPMCB	2830 Mokumoa Street	                                                          335,768.39	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.070	1	CREFI/JPMCB	960 Mapunapuna Street	                                                          335,063.79	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.071	1	CREFI/JPMCB	125B Puuhale Road	                                                          332,624.80	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.072	1	CREFI/JPMCB	2809 Kaihikapu Street	                                                          329,427.00	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.073	1	CREFI/JPMCB	212 Mohonua Place	                                                          328,126.21	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.074	1	CREFI/JPMCB	692 Mapunapuna Street	                                                          321,622.22	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.075	1	CREFI/JPMCB	1024 Kikowaena Place	                                                          317,936.62	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.076	1	CREFI/JPMCB	669 Ahua Street	                                                          314,251.03	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.077	1	CREFI/JPMCB	215 Puuhale Road	                                                          313,546.43	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.078	1	CREFI/JPMCB	142 Mokauea Street	                                                          308,939.44	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.079	1	CREFI/JPMCB	2847 Awaawaloa Street	                                                          306,121.05	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.080	1	CREFI/JPMCB	2816 Awaawaloa Street	                                                          304,549.25	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.081	1	CREFI/JPMCB	2928 Kaihikapu Street - B	                                                          304,332.45	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.082	1	CREFI/JPMCB	2864 Mokumoa Street	                                                          304,061.45	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.083	1	CREFI/JPMCB	770 Mapunapuna Street	                                                          303,736.25	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.084	1	CREFI/JPMCB	151 Puuhale Road	                                                          301,785.05	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.085	1	CREFI/JPMCB	207 Puuhale Road	                                                          301,730.85	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.086	1	CREFI/JPMCB	2970 Mokumoa Street	                                                          301,188.85	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.087	1	CREFI/JPMCB	2868 Kaihikapu Street	                                                          299,346.06	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.088	1	CREFI/JPMCB	2908 Kaihikapu Street	                                                          297,340.66	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.089	1	CREFI/JPMCB	2814 Kilihau Street	                                                          296,907.06	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.090	1	CREFI/JPMCB	759 Puuloa Road	                                                          295,281.06	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.091	1	CREFI/JPMCB	659 Puuloa Road	                                                          295,226.86	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.092	1	CREFI/JPMCB	667 Puuloa Road	                                                          295,226.86	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.093	1	CREFI/JPMCB	679 Puuloa Road	                                                          295,226.86	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.094	1	CREFI/JPMCB	689 Puuloa Road	                                                          295,226.86	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.095	1	CREFI/JPMCB	950 Mapunapuna Street	                                                          294,793.27	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.096	1	CREFI/JPMCB	822 Mapunapuna Street	                                                          293,384.07	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.097	1	CREFI/JPMCB	842 Mapunapuna Street	                                                          293,384.07	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.098	1	CREFI/JPMCB	214 Sand Island Access Road	                                                          292,679.47	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.099	1	CREFI/JPMCB	709 Ahua Street	                                                          292,625.27	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.100	1	CREFI/JPMCB	766 Mapunapuna Street	                                                          290,186.27	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.101	1	CREFI/JPMCB	830 Mapunapuna Street	                                                          290,132.07	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.102	1	CREFI/JPMCB	2855 Kaihikapu Street	                                                          289,102.28	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.103	1	CREFI/JPMCB	865 Ahua Street	                                                          288,289.28	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.104	1	CREFI/JPMCB	852 Mapunapuna Street	                                                          288,180.88	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.105	1	CREFI/JPMCB	2906 Kaihikapu Street	                                                          286,934.28	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.106	1	CREFI/JPMCB	2879 Paa Street	                                                          285,525.08	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.107	1	CREFI/JPMCB	702 Ahua Street	                                                          284,820.48	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.108	1	CREFI/JPMCB	2864 Awaawaloa Street	                                                          283,140.29	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.109	1	CREFI/JPMCB	2819 Mokumoa Street - A	                                                          280,321.89	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.110	1	CREFI/JPMCB	2869 Mokumoa Street	                                                          279,834.09	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.111	1	CREFI/JPMCB	2819 Mokumoa Street - B	                                                          279,454.69	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.112	1	CREFI/JPMCB	228 Mohonua Place	                                                          279,075.29	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.113	1	CREFI/JPMCB	2264 Pahounui Drive	                                                          278,316.50	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.114	1	CREFI/JPMCB	808 Ahua Street	                                                          277,937.10	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.115	1	CREFI/JPMCB	2827 Kaihikapu Street	                                                          277,882.90	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.116	1	CREFI/JPMCB	697 Ahua Street	                                                          277,666.10	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.117	1	CREFI/JPMCB	2849 Kaihikapu Street	                                                          277,232.50	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.118	1	CREFI/JPMCB	2831 Awaawaloa Street	                                                          276,365.30	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.119	1	CREFI/JPMCB	2858 Kaihikapu Street	                                                          276,148.50	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.120	1	CREFI/JPMCB	2276 Pahounui Drive	                                                          276,148.50	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.121	1	CREFI/JPMCB	2806 Kaihikapu Street	                                                          275,877.50	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.122	1	CREFI/JPMCB	1052 Ahua Street	                                                          275,227.10	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.123	1	CREFI/JPMCB	2889 Mokumoa Street	                                                          274,414.10	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.124	1	CREFI/JPMCB	685 Ahua Street	                                                          273,872.10	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.125	1	CREFI/JPMCB	2839 Mokumoa Street	                                                          272,842.31	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.126	1	CREFI/JPMCB	94-240 Pupuole Street	                                                          272,788.11	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.127	1	CREFI/JPMCB	2928 Kaihikapu Street - A	                                                          272,300.31	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.128	1	CREFI/JPMCB	719 Ahua Street	                                                          271,812.51	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.129	1	CREFI/JPMCB	2812 Awaawaloa Street	                                                          271,758.31	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.130	1	CREFI/JPMCB	2927 Mokumoa Street	                                                          271,704.11	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.131	1	CREFI/JPMCB	197 Sand Island Access Road	                                                          271,433.11	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.132	1	CREFI/JPMCB	2844 Kaihikapu Street	                                                          270,403.31	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.133	1	CREFI/JPMCB	2879 Mokumoa Street	                                                          269,536.11	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.134	1	CREFI/JPMCB	2135 Auiki Street	                                                          268,939.91	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.135	1	CREFI/JPMCB	855 Ahua Street	                                                          268,397.91	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.136	1	CREFI/JPMCB	2122 Kaliawa Street	                                                          268,343.71	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.137	1	CREFI/JPMCB	2831 Kaihikapu Street	                                                          268,072.71	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.138	1	CREFI/JPMCB	729 Ahua Street	                                                          267,855.91	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.139	1	CREFI/JPMCB	739 Ahua Street	                                                          267,855.91	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.140	1	CREFI/JPMCB	2833 Paa Street #2	                                                          261,948.13	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.141	1	CREFI/JPMCB	2833 Paa Street	                                                          261,948.13	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.142	1	CREFI/JPMCB	2815 Kaihikapu Street	                                                          256,257.14	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.143	1	CREFI/JPMCB	1062 Kikowaena Place	                                                          255,931.94	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.144	1	CREFI/JPMCB	673 Ahua Street	                                                          254,143.34	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.145	1	CREFI/JPMCB	2106 Kaliawa Street	                                                          253,276.14	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.146	1	CREFI/JPMCB	812 Mapunapuna Street	                                                          252,950.94	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.147	1	CREFI/JPMCB	2804 Kilihau Street	                                                          250,566.15	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.148	1	CREFI/JPMCB	525 North King Street	                                                          250,457.75	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.149	1	CREFI/JPMCB	204 Sand Island Access Road	                                                          249,915.75	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.150	1	CREFI/JPMCB	660 Ahua Street	                                                          249,861.55	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.151	1	CREFI/JPMCB	218 Mohonua Place	                                                          249,156.95	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.152	1	CREFI/JPMCB	125 Puuhale Road	                                                          246,230.15	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.153	1	CREFI/JPMCB	645 Ahua Street	                                                          242,002.56	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.154	1	CREFI/JPMCB	675 Mapunapuna Street	                                                          241,731.56	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.155	1	CREFI/JPMCB	659 Ahua Street	                                                          241,243.76	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.156	1	CREFI/JPMCB	1055 Ahua Street	                                                          235,119.17	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.157	1	CREFI/JPMCB	944 Ahua Street	                                                          232,896.98	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.158	1	CREFI/JPMCB	2019 Kahai Street	                                                          221,569.20	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.159	1	CREFI/JPMCB	2001 Kahai Street	                                                          213,005.61	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.160	1	CREFI/JPMCB	106 Puuhale Road	                                                          211,379.62	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.161	1	CREFI/JPMCB	2875 Paa Street	                                                          207,694.02	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.162	1	CREFI/JPMCB	1024 Mapunapuna Street	                                                          205,038.23	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.163	1	CREFI/JPMCB	2760 Kamehameha Highway	                                                          200,919.04	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.164	1	CREFI/JPMCB	2635 Waiwai Loop A	                                                          196,691.44	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.165	1	CREFI/JPMCB	2635 Waiwai Loop B	                                                          196,366.24	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.166	1	CREFI/JPMCB	2836 Awaawaloa Street	                                                          194,035.65	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.167	1	CREFI/JPMCB	609 Ahua Street	                                                          190,079.06	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.168	1	CREFI/JPMCB	905 Ahua Street	                                                          186,664.46	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.169	1	CREFI/JPMCB	2110 Auiki Street	                                                          184,496.47	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.170	1	CREFI/JPMCB	140 Puuhale Road	                                                          178,426.08	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.171	1	CREFI/JPMCB	2139 Kaliawa Street	                                                          176,583.28	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.172	1	CREFI/JPMCB	231 Sand Island Access Road	                                                          172,030.49	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.173	1	CREFI/JPMCB	2140 Kaliawa Street	                                                          158,317.91	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.174	1	CREFI/JPMCB	33 South Vineyard Boulevard	                                                          155,282.72	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.175	1	CREFI/JPMCB	970 Ahua Street	                                                          144,984.74	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.176	1	CREFI/JPMCB	960 Ahua Street	                                                          135,608.15	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.177	1	CREFI/JPMCB	1045 Mapunapuna Street	                                                          125,310.17	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.178	1	CREFI/JPMCB	165 Sand Island Access Road	                                                          120,648.98	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.179	1	CREFI/JPMCB	2839 Kilihau Street	                                                          116,312.99	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.180	1	CREFI/JPMCB	2829 Kilihau Street	                                                          116,041.99	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.181	1	CREFI/JPMCB	2833 Kilihau Street	                                                          115,662.59	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.182	1	CREFI/JPMCB	2821 Kilihau Street	                                                          111,380.80	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.183	1	CREFI/JPMCB	2808 Kam Highway	                                                          109,863.20	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.184	1	CREFI/JPMCB	2815 Kilihau Street	                                                          102,275.21	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.185	1	CREFI/JPMCB	2850 Awaawaloa Street	                                                            79,294.46	 	 	 	 	 	 	 	 	Fee	 
	CREFI/JPMCB1.186	1	CREFI/JPMCB	846 Ala Lilikoi Street B	                                                            49,267.71	 	 	 	 	 	 	 	 	Fee	 
	GACC2	1	GACC	59 Maiden Lane	                                                    75,000,000.00	5/6/2029	6	         252,838.54	0.00375%	Actual/360	 No 	 	Yes	Fee	No
	GACC3	1	GACC	101 California	                                                    50,000,000.00	3/6/2029	6	         162,644.68	0.00250%	Actual/360	 No 	 	Yes	Fee	Yes
	JPMCB1	4	JPMCB	SWVP Portfolio	                                                    50,000,000.00	5/1/2029	1	         209,452.55	0.00250%	Actual/360	 No 	 	Yes	Fee	No
	JPMCB1.001	1	JPMCB	InterContinental	                                                    26,575,000.00	 	 	  	 	 	  	 	 	Fee	 
	JPMCB1.002	1	JPMCB	DoubleTree Sunrise	                                                       9,250,000.00	 	 	  	 	 	  	 	 	Fee	 
	JPMCB1.003	1	JPMCB	DoubleTree Charlotte	                                                       7,500,000.00	 	 	  	 	 	  	 	 	Fee	 
	JPMCB1.004	1	JPMCB	DoubleTree RTP	                                                       6,675,000.00	 	 	  	 	 	  	 	 	Fee	 



 








    	 	 



     


    

  





	BMARK 2019-B11 - Mortgage Loan Schedule	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Interest	 	 	 	 	 
	 	 	Mortgage Loan	 	Cut-off Date 	Maturity Date	Due	Current Monthly	Servicing	Accrual 	 Letter of  	Post-ARD 	Part of	Leasehold	Current Mezzanine
	ID	Loan Number	 Seller	Mortgage Loan Name	Stated Principal Balance ($)	or ARD	Date 	Debt Service ($)	Fee Rate	Method	 Credit 	Revised Rate	Whole Loan	Interest	or Subordinate Debt
	CREFI1	6	CREFI	Arbor Hotel Portfolio	                                                    50,000,000.00	5/6/2024	6	         213,972.80	0.02125%	Actual/360	        18,086,700.00	 	Yes	Fee	No
	CREFI1.001	1	CREFI	Residence Inn Salt Lake City	                                                    11,200,000.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI1.002	1	CREFI	Hampton Inn Santa Barbara	                                                    10,600,000.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI1.003	1	CREFI	Hampton Inn Bloomington	                                                       8,350,000.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI1.004	1	CREFI	Hampton Inn Norwood	                                                       7,950,000.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI1.005	1	CREFI	Springhill Suites Bloomington	                                                       6,650,000.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI1.006	1	CREFI	Hyatt Place Arlington	                                                       5,250,000.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI2	1	CREFI	Green Hills Corporate Center	                                                    50,000,000.00	5/6/2029	6	         183,767.36	0.00250%	Actual/360	 No 	 	Yes	Fee	No
	JPMCB2	1	JPMCB	Weston I & II	                                                    48,350,000.00	1/1/2029	1	         234,580.27	0.01250%	Actual/360	 No 	 	NAP	Fee	No
	GACC4	1	GACC	Moffett Towers II - Building V	                                                    42,500,000.00	4/6/2029	6	         144,563.66	0.00375%	Actual/360	 No 	The sum of (a) 4.025882353% plus (b) the positive difference between the Moffett Towers II Building V Adjusted Blended Interest Rate and 4.82%. The Moffett Towers II Building V Senior Subordinate Loans have a per annum interest rate equal to (i) prior to the ARD, 5.66%, and (ii) following the ARD, the sum of (a) 5.66% plus (b) the positive difference between the Moffett Towers II Building V Adjusted Blended Interest Rate and 4.82%. The Moffett Towers II Building V Junior Subordinate Loans have a per annum interest rate equal to (i) prior to the ARD, 6.41%, and (ii) following the ARD, the sum of (a) 6.41% plus (b) the positive difference between the Moffett Towers II Building V Adjusted Blended Interest Rate and 4.82%	Yes	Fee	Yes
	GACC5	1	GACC	Newport Corporate Center	                                                    40,200,000.00	5/6/2029	6	         120,346.85	0.00250%	Actual/360	 No 	The greater of i) the Initial Interest Rate or ii) the sum of the Lender's determination of the 10 year yield and A) with respect to each A note, 1.04323171%; B) with respect to each B note, 2.12500%; C) with respect to each C Note, 2.45000%; with respect to each D note, 4.00000%; plus 250 basis points	Yes	Fee	Yes
	CREFI3	1	CREFI	Western Digital R&D Campus	                                                    38,000,000.00	5/6/2029	6	         141,589.58	0.00250%	Actual/360	 No 	 	Yes	Fee	No
	CREFI4	1	CREFI	Lakeside Apartments	                                                    35,000,000.00	3/6/2029	6	         145,936.63	0.03125%	Actual/360	 No 	 	Yes	Fee	No
	GACC6	1	GACC	Central Tower Office	                                                    34,300,000.00	5/6/2029	6	         117,660.12	0.00375%	Actual/360	 No 	 	Yes	Fee	No
	CREFI5	1	CREFI	Birch Landing Apartments	                                                    33,000,000.00	5/6/2029	6	         128,256.94	0.01250%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB3	1	JPMCB	Greenleaf at Howell	                                                    26,500,000.00	5/1/2029	1	         143,881.69	0.00250%	Actual/360	 No 	 	Yes	Fee	No
	GACC7	21	GACC	Arctic Glacier Portfolio	                                                    24,635,000.00	4/6/2029	6	           96,994.61	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC7.001	1	GACC	Arctic Glacier - Menomonee	                                                       3,067,021.72	 	 	 	 	 	 	 	 	Fee	 
	GACC7.002	1	GACC	Arctic Glacier - West St. Paul	                                                       2,743,280.54	 	 	 	 	 	 	 	 	Fee	 
	GACC7.003	1	GACC	Arctic Glacier - Mississauga	                                                       2,300,266.29	 	 	 	 	 	 	 	 	Fee	 
	GACC7.004	1	GACC	Arctic Glacier - Fairport	                                                       2,198,032.23	 	 	 	 	 	 	 	 	Fee	 
	GACC7.005	1	GACC	Arctic Glacier - West Point	                                                       1,635,744.92	 	 	 	 	 	 	 	 	Fee	 
	GACC7.006	1	GACC	Arctic Glacier - Twin Oaks	                                                       1,567,588.88	 	 	 	 	 	 	 	 	Fee	 
	GACC7.007	1	GACC	Arctic Glacier - Newburgh	                                                       1,363,120.76	 	 	 	 	 	 	 	 	Fee	 
	GACC7.008	1	GACC	Arctic Glacier - Winnipeg	                                                       1,175,691.66	 	 	 	 	 	 	 	 	Fee	 
	GACC7.009	1	GACC	Arctic Glacier - Port Huron	                                                       1,124,574.63	 	 	 	 	 	 	 	 	Fee	 
	GACC7.010	1	GACC	Arctic Glacier - Ypsilanti	                                                       1,124,574.63	 	 	 	 	 	 	 	 	Fee	 
	GACC7.011	1	GACC	Arctic Glacier - Chatham	                                                          971,223.54	 	 	 	 	 	 	 	 	Fee	 
	GACC7.012	1	GACC	Arctic Glacier - Omaha	                                                          868,989.49	 	 	 	 	 	 	 	 	Fee	 
	GACC7.013	1	GACC	Arctic Glacier - Rapid City	                                                          783,794.44	 	 	 	 	 	 	 	 	Fee	 
	GACC7.014	1	GACC	Arctic Glacier - Grayling	                                                          749,716.42	 	 	 	 	 	 	 	 	Fee	 
	GACC7.015	1	GACC	Arctic Glacier - Belding	                                                          749,716.42	 	 	 	 	 	 	 	 	Fee	 
	GACC7.016	1	GACC	Arctic Glacier - Marshall	                                                          596,365.33	 	 	 	 	 	 	 	 	Fee	 
	GACC7.017	1	GACC	Arctic Glacier - Dubuque	                                                          494,131.28	 	 	 	 	 	 	 	 	Fee	 
	GACC7.018	1	GACC	Arctic Glacier - Lake Ozark	                                                          477,092.27	 	 	 	 	 	 	 	 	Fee	 
	GACC7.019	1	GACC	Arctic Glacier - Pierre	                                                          221,507.12	 	 	 	 	 	 	 	 	Fee	 
	GACC7.020	1	GACC	Arctic Glacier - Shelby	                                                          218,099.32	 	 	 	 	 	 	 	 	Fee	 
	GACC7.021	1	GACC	Arctic Glacier - Storm Lake	                                                          204,468.11	 	 	 	 	 	 	 	 	Fee	 
	JPMCB4	1	JPMCB	Hilton Melbourne	                                                    24,500,000.00	6/1/2024	1	           99,748.21	0.00250%	Actual/360	 No 	 	NAP	Fee	Yes
	JPMCB5	1	JPMCB	Park Central Plaza I & II	                                                    24,000,000.00	5/1/2026	1	         128,104.80	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC8	1	GACC	Infinity Park Apartments	                                                    20,700,000.00	3/6/2029	6	         113,494.09	0.03125%	Actual/360	 No 	 	NAP	Fee	No
	CREFI6	1	CREFI	57 East 11th Street	                                                    20,000,000.00	5/6/2029	6	           81,618.06	0.00375%	Actual/360	 No 	 	Yes	Fee	No
	GACC9	169	GACC	Heartland Dental Medical Office Portfolio	                                                    19,856,704.57	11/6/2028	6	         116,080.09	0.00375%	Actual/360	 No 	 	Yes	Fee	No
	GACC9.001	1	GACC	Heartland Dental Medical Office Portfolio - 1200 Network Centre Drive	                                                          947,593.84	 	 	 	 	 	 	 	 	Fee	 
	GACC9.002	1	GACC	Heartland Dental Medical Office Portfolio - 9150 North East Barry Road	                                                          327,850.14	 	 	 	 	 	 	 	 	Fee	 
	GACC9.003	1	GACC	Heartland Dental Medical Office Portfolio - 11925 Jones Bridge Road	                                                          275,668.26	 	 	 	 	 	 	 	 	Fee	 
	GACC9.004	1	GACC	Heartland Dental Medical Office Portfolio - 200 Brevco Plaza	                                                          268,980.79	 	 	 	 	 	 	 	 	Fee	 
	GACC9.005	1	GACC	Heartland Dental Medical Office Portfolio - 1760 West Virginia Street	                                                          254,694.96	 	 	 	 	 	 	 	 	Fee	 
	GACC9.006	1	GACC	Heartland Dental Medical Office Portfolio - 117 St. Patrick's Drive	                                                          216,388.58	 	 	 	 	 	 	 	 	Fee	 
	GACC9.007	1	GACC	Heartland Dental Medical Office Portfolio - 1647 County Road 220	                                                          212,517.34	 	 	 	 	 	 	 	 	Fee	 
	GACC9.008	1	GACC	Heartland Dental Medical Office Portfolio - 3500 East Highway 377	                                                          201,529.60	 	 	 	 	 	 	 	 	Fee	 
	GACC9.009	1	GACC	Heartland Dental Medical Office Portfolio - 4112 North Belt Highway	                                                          199,057.69	 	 	 	 	 	 	 	 	Fee	 
	GACC9.010	1	GACC	Heartland Dental Medical Office Portfolio - 3009 Winghaven Boulevard	                                                          184,656.35	 	 	 	 	 	 	 	 	Fee	 
	GACC9.011	1	GACC	Heartland Dental Medical Office Portfolio - 2202 Althoff Drive	                                                          181,846.71	 	 	 	 	 	 	 	 	Fee	 
	GACC9.012	1	GACC	Heartland Dental Medical Office Portfolio - 3820 Wabash Avenue	                                                          177,172.41	 	 	 	 	 	 	 	 	Fee	 
	GACC9.013	1	GACC	Heartland Dental Medical Office Portfolio - 561 East Lincoln Highway	                                                          171,654.34	 	 	 	 	 	 	 	 	Fee	 
	GACC9.014	1	GACC	Heartland Dental Medical Office Portfolio - 508 South 52nd Street	                                                          168,792.99	 	 	 	 	 	 	 	 	Fee	 
	GACC9.015	1	GACC	Heartland Dental Medical Office Portfolio - 1025 Ashley Street	                                                          168,733.58	 	 	 	 	 	 	 	 	Fee	 
	GACC9.016	1	GACC	Heartland Dental Medical Office Portfolio - 440 Erie Parkway	                                                          167,308.96	 	 	 	 	 	 	 	 	Fee	 
	GACC9.017	1	GACC	Heartland Dental Medical Office Portfolio - 1381 Citrus Tower Boulevard	                                                          166,376.08	 	 	 	 	 	 	 	 	Fee	 
	GACC9.018	1	GACC	Heartland Dental Medical Office Portfolio - 1751 Pleasant Road	                                                          164,867.85	 	 	 	 	 	 	 	 	Fee	 
	GACC9.019	1	GACC	Heartland Dental Medical Office Portfolio - 9625 Lake Nona Village Place	                                                          164,756.74	 	 	 	 	 	 	 	 	Fee	 
	GACC9.020	1	GACC	Heartland Dental Medical Office Portfolio - 615 Saint James Avenue	                                                          163,710.55	 	 	 	 	 	 	 	 	Fee	 
	GACC9.021	1	GACC	Heartland Dental Medical Office Portfolio - 13816 Narcoossee Road	                                                          162,255.13	 	 	 	 	 	 	 	 	Fee	 
	GACC9.022	1	GACC	Heartland Dental Medical Office Portfolio - 1695 Wells Road	                                                          157,513.72	 	 	 	 	 	 	 	 	Fee	 
	GACC9.023	1	GACC	Heartland Dental Medical Office Portfolio - 4355 Suwanee Dam Road	                                                          155,674.36	 	 	 	 	 	 	 	 	Fee	 
	GACC9.024	1	GACC	Heartland Dental Medical Office Portfolio - 7310 North Villa Drive	                                                          153,498.38	 	 	 	 	 	 	 	 	Fee	 
	GACC9.025	1	GACC	Heartland Dental Medical Office Portfolio - 299A Indian Lake Boulevard	                                                          153,353.16	 	 	 	 	 	 	 	 	Fee	 
	GACC9.026	1	GACC	Heartland Dental Medical Office Portfolio - 2455 East Main Street	                                                          152,339.98	 	 	 	 	 	 	 	 	Fee	 
	GACC9.027	1	GACC	Heartland Dental Medical Office Portfolio - 630 East Markey Parkway	                                                          149,498.43	 	 	 	 	 	 	 	 	Fee	 
	GACC9.028	1	GACC	Heartland Dental Medical Office Portfolio - 1613 East Pflugerville Parkway	                                                          148,829.58	 	 	 	 	 	 	 	 	Fee	 
	GACC9.029	1	GACC	Heartland Dental Medical Office Portfolio - 782 Belle Terre Parkway	                                                          147,703.08	 	 	 	 	 	 	 	 	Fee	 
	GACC9.030	1	GACC	Heartland Dental Medical Office Portfolio - 11890 Highway 707	                                                          147,018.82	 	 	 	 	 	 	 	 	Fee	 
	GACC9.031	1	GACC	Heartland Dental Medical Office Portfolio - 7551 Osceola Polk Line Road	                                                          145,608.50	 	 	 	 	 	 	 	 	Fee	 
	GACC9.032	1	GACC	Heartland Dental Medical Office Portfolio - 100 Piper Hill Drive	                                                          145,551.29	 	 	 	 	 	 	 	 	Fee	 
	GACC9.033	1	GACC	Heartland Dental Medical Office Portfolio - 8624 Lee Vista Boulevard	                                                          145,445.69	 	 	 	 	 	 	 	 	Fee	 
	GACC9.034	1	GACC	Heartland Dental Medical Office Portfolio - 149 Tuscan Way	                                                          145,338.98	 	 	 	 	 	 	 	 	Fee	 
	GACC9.035	1	GACC	Heartland Dental Medical Office Portfolio - 2740 Prairie Crossing Drive	                                                          143,746.04	 	 	 	 	 	 	 	 	Fee	 
	GACC9.036	1	GACC	Heartland Dental Medical Office Portfolio - 2066 Bruce B. Downs Boulevard	                                                          143,199.29	 	 	 	 	 	 	 	 	Fee	 
	GACC9.037	1	GACC	Heartland Dental Medical Office Portfolio - 209 Latitude Lane	                                                          142,147.60	 	 	 	 	 	 	 	 	Fee	 
	GACC9.038	1	GACC	Heartland Dental Medical Office Portfolio - 4608 South West College Road	                                                          140,994.70	 	 	 	 	 	 	 	 	Fee	 
	GACC9.039	1	GACC	Heartland Dental Medical Office Portfolio - 1315 Bell Road	                                                          140,973.80	 	 	 	 	 	 	 	 	Fee	 
	GACC9.040	1	GACC	Heartland Dental Medical Office Portfolio - 4237 U.S. Highway 1 South	                                                          140,951.80	 	 	 	 	 	 	 	 	Fee	 
	GACC9.041	1	GACC	Heartland Dental Medical Office Portfolio - 1521 East Debbie Lane	                                                          140,163.03	 	 	 	 	 	 	 	 	Fee	 
	GACC9.042	1	GACC	Heartland Dental Medical Office Portfolio - 3152 South Broadway	                                                          139,498.57	 	 	 	 	 	 	 	 	Fee	 
	GACC9.043	1	GACC	Heartland Dental Medical Office Portfolio - 8701 South Garnett Road	                                                          138,999.13	 	 	 	 	 	 	 	 	Fee	 
	GACC9.044	1	GACC	Heartland Dental Medical Office Portfolio - 450 South Weber Road	                                                          138,432.58	 	 	 	 	 	 	 	 	Fee	 
	GACC9.045	1	GACC	Heartland Dental Medical Office Portfolio - 840 Nissan Drive	                                                          138,298.37	 	 	 	 	 	 	 	 	Fee	 
	GACC9.046	1	GACC	Heartland Dental Medical Office Portfolio - 12222 Route 47	                                                          136,592.13	 	 	 	 	 	 	 	 	Fee	 
	GACC9.047	1	GACC	Heartland Dental Medical Office Portfolio - 3415 Livernois Road	                                                          135,785.76	 	 	 	 	 	 	 	 	Fee	 
	GACC9.048	1	GACC	Heartland Dental Medical Office Portfolio - 5309 Buffalo Gap Road	                                                          135,709.85	 	 	 	 	 	 	 	 	Fee	 
	GACC9.049	1	GACC	Heartland Dental Medical Office Portfolio - 8190 Windfall Lane	                                                          134,705.46	 	 	 	 	 	 	 	 	Fee	 
	GACC9.050	1	GACC	Heartland Dental Medical Office Portfolio - 2620 East Highway 50	                                                          132,841.90	 	 	 	 	 	 	 	 	Fee	 
	GACC9.051	1	GACC	Heartland Dental Medical Office Portfolio - 10670 Southwest Tradition Square	                                                          132,614.18	 	 	 	 	 	 	 	 	Fee	 
	GACC9.052	1	GACC	Heartland Dental Medical Office Portfolio - 4939 Courthouse Street	                                                          132,589.98	 	 	 	 	 	 	 	 	Fee	 
	GACC9.053	1	GACC	Heartland Dental Medical Office Portfolio - 2301 Old Canoe Creek Road	                                                          132,484.37	 	 	 	 	 	 	 	 	Fee	 
	GACC9.054	1	GACC	Heartland Dental Medical Office Portfolio - 507 North Hershey Road	                                                          132,324.86	 	 	 	 	 	 	 	 	Fee	 
	GACC9.055	1	GACC	Heartland Dental Medical Office Portfolio - 242 Southwoods Center	                                                          130,911.24	 	 	 	 	 	 	 	 	Fee	 
	GACC9.056	1	GACC	Heartland Dental Medical Office Portfolio - 3016 Columbia Avenue	                                                          129,778.14	 	 	 	 	 	 	 	 	Fee	 
	GACC9.057	1	GACC	Heartland Dental Medical Office Portfolio - 4120 North 197th Avenue	                                                          129,486.62	 	 	 	 	 	 	 	 	Fee	 
	GACC9.058	1	GACC	Heartland Dental Medical Office Portfolio - 13794 Beach Boulevard	                                                          128,778.15	 	 	 	 	 	 	 	 	Fee	 
	GACC9.059	1	GACC	Heartland Dental Medical Office Portfolio - 3037 Southwest Port St. Lucie Boulevard	                                                          128,674.75	 	 	 	 	 	 	 	 	Fee	 
	GACC9.060	1	GACC	Heartland Dental Medical Office Portfolio - 1840 Dekalb Avenue	                                                          127,664.86	 	 	 	 	 	 	 	 	Fee	 
	GACC9.061	1	GACC	Heartland Dental Medical Office Portfolio - 9100 Highway 119	                                                          127,372.23	 	 	 	 	 	 	 	 	Fee	 
	GACC9.062	1	GACC	Heartland Dental Medical Office Portfolio - 42 Market Square Road	                                                          127,368.93	 	 	 	 	 	 	 	 	Fee	 
	GACC9.063	1	GACC	Heartland Dental Medical Office Portfolio - 2707 Sycamore Road	                                                          127,297.43	 	 	 	 	 	 	 	 	Fee	 
	GACC9.064	1	GACC	Heartland Dental Medical Office Portfolio - 2014 Lime Kiln Road	                                                          125,603.28	 	 	 	 	 	 	 	 	Fee	 
	GACC9.065	1	GACC	Heartland Dental Medical Office Portfolio - 103 Farabee Drive North	                                                          125,364.56	 	 	 	 	 	 	 	 	Fee	 
	GACC9.066	1	GACC	Heartland Dental Medical Office Portfolio - 4999 North Tanner Road	                                                          124,835.42	 	 	 	 	 	 	 	 	Fee	 
	GACC9.067	1	GACC	Heartland Dental Medical Office Portfolio - 674 Lake Joy Road	                                                          124,521.89	 	 	 	 	 	 	 	 	Fee	 
	GACC9.068	1	GACC	Heartland Dental Medical Office Portfolio - 1828 IN-44	                                                          124,405.28	 	 	 	 	 	 	 	 	Fee	 
	GACC9.069	1	GACC	Heartland Dental Medical Office Portfolio - 2950 South Rutherford Boulevard	                                                          124,045.55	 	 	 	 	 	 	 	 	Fee	 
	GACC9.070	1	GACC	Heartland Dental Medical Office Portfolio - 545 East Hunt Highway	                                                          123,748.52	 	 	 	 	 	 	 	 	Fee	 
	GACC9.071	1	GACC	Heartland Dental Medical Office Portfolio - 17810 Pierce Plaza	                                                          123,405.29	 	 	 	 	 	 	 	 	Fee	 
	GACC9.072	1	GACC	Heartland Dental Medical Office Portfolio - 5445 South Williamson Boulevard	                                                          122,893.75	 	 	 	 	 	 	 	 	Fee	 
	GACC9.073	1	GACC	Heartland Dental Medical Office Portfolio - 780 East-West Connector South West	                                                          122,227.09	 	 	 	 	 	 	 	 	Fee	 
	GACC9.074	1	GACC	Heartland Dental Medical Office Portfolio - 16620 West 159th Street	                                                          122,054.38	 	 	 	 	 	 	 	 	Fee	 
	GACC9.075	1	GACC	Heartland Dental Medical Office Portfolio - 13851 North US Highway 441	                                                          121,831.06	 	 	 	 	 	 	 	 	Fee	 
	GACC9.076	1	GACC	Heartland Dental Medical Office Portfolio - 3120 Mahan Drive	                                                          120,838.77	 	 	 	 	 	 	 	 	Fee	 
	GACC9.077	1	GACC	Heartland Dental Medical Office Portfolio - 2000 Veterans Memorial Parkway South	                                                          120,010.40	 	 	 	 	 	 	 	 	Fee	 
	GACC9.078	1	GACC	Heartland Dental Medical Office Portfolio - 1402 U.S. Route 12	                                                          118,492.27	 	 	 	 	 	 	 	 	Fee	 
	GACC9.079	1	GACC	Heartland Dental Medical Office Portfolio - 1776 Blanding Boulevard	                                                          118,252.45	 	 	 	 	 	 	 	 	Fee	 
	GACC9.080	1	GACC	Heartland Dental Medical Office Portfolio - 3012 Anchor Drive	                                                          117,342.67	 	 	 	 	 	 	 	 	Fee	 
	GACC9.081	1	GACC	Heartland Dental Medical Office Portfolio - 1715 West Main Street	                                                          117,036.85	 	 	 	 	 	 	 	 	Fee	 
	GACC9.082	1	GACC	Heartland Dental Medical Office Portfolio - 10389 Big Bend Road	                                                          116,938.94	 	 	 	 	 	 	 	 	Fee	 
	GACC9.083	1	GACC	Heartland Dental Medical Office Portfolio - 7103 Whitestown Parkway	                                                          116,908.14	 	 	 	 	 	 	 	 	Fee	 
	GACC9.084	1	GACC	Heartland Dental Medical Office Portfolio - 2751 Fountain Place	                                                          116,769.52	 	 	 	 	 	 	 	 	Fee	 
	GACC9.085	1	GACC	Heartland Dental Medical Office Portfolio - 2030 Crossing Circle	                                                          116,718.92	 	 	 	 	 	 	 	 	Fee	 
	GACC9.086	1	GACC	Heartland Dental Medical Office Portfolio - 13101 East 96th Street North	                                                          116,083.06	 	 	 	 	 	 	 	 	Fee	 
	GACC9.087	1	GACC	Heartland Dental Medical Office Portfolio - 692 Essington Road	                                                          115,505.52	 	 	 	 	 	 	 	 	Fee	 
	GACC9.088	1	GACC	Heartland Dental Medical Office Portfolio - 240 Blossom Park Drive	                                                          114,113.90	 	 	 	 	 	 	 	 	Fee	 
	GACC9.089	1	GACC	Heartland Dental Medical Office Portfolio - 6005 Watson Boulevard	                                                          114,004.99	 	 	 	 	 	 	 	 	Fee	 
	GACC9.090	1	GACC	Heartland Dental Medical Office Portfolio - 3237 Sixes Road	                                                          113,155.71	 	 	 	 	 	 	 	 	Fee	 
	GACC9.091	1	GACC	Heartland Dental Medical Office Portfolio - 4030 Winder Highway	                                                          112,969.80	 	 	 	 	 	 	 	 	Fee	 
	GACC9.092	1	GACC	Heartland Dental Medical Office Portfolio - 8605 East State Road 70	                                                          112,941.20	 	 	 	 	 	 	 	 	Fee	 
	GACC9.093	1	GACC	Heartland Dental Medical Office Portfolio - 540 West Walnut Street	                                                          110,412.08	 	 	 	 	 	 	 	 	Fee	 
	GACC9.094	1	GACC	Heartland Dental Medical Office Portfolio - 5630 Plank Road	                                                          109,757.52	 	 	 	 	 	 	 	 	Fee	 
	GACC9.095	1	GACC	Heartland Dental Medical Office Portfolio - 10505 Lima Road	                                                          108,790.54	 	 	 	 	 	 	 	 	Fee	 
	GACC9.096	1	GACC	Heartland Dental Medical Office Portfolio - 7485 Vanderbilt Beach Boulevard	                                                          108,579.32	 	 	 	 	 	 	 	 	Fee	 
	GACC9.097	1	GACC	Heartland Dental Medical Office Portfolio - 2701 South Koke Mill Road	                                                          106,991.88	 	 	 	 	 	 	 	 	Fee	 
	GACC9.098	1	GACC	Heartland Dental Medical Office Portfolio - 22329 Greenview Parkway	                                                          104,997.41	 	 	 	 	 	 	 	 	Fee	 
	GACC9.099	1	GACC	Heartland Dental Medical Office Portfolio - 25000 Bernwood Drive	                                                          101,648.73	 	 	 	 	 	 	 	 	Fee	 
	GACC9.100	1	GACC	Heartland Dental Medical Office Portfolio - 3500 Clemson Boulevard	                                                            99,517.84	 	 	 	 	 	 	 	 	Fee	 
	GACC9.101	1	GACC	Heartland Dental Medical Office Portfolio - 2222 Highway 540A East	                                                            98,999.70	 	 	 	 	 	 	 	 	Fee	 
	GACC9.102	1	GACC	Heartland Dental Medical Office Portfolio - 1055 Pine Log Road	                                                            98,811.58	 	 	 	 	 	 	 	 	Fee	 
	GACC9.103	1	GACC	Heartland Dental Medical Office Portfolio - 4315 North Holland Sylvania Road	                                                            98,641.07	 	 	 	 	 	 	 	 	Fee	 
	GACC9.104	1	GACC	Heartland Dental Medical Office Portfolio - 21300 Town Commons Drive	                                                            98,561.86	 	 	 	 	 	 	 	 	Fee	 
	GACC9.105	1	GACC	Heartland Dental Medical Office Portfolio - 1905 Convenience Place	                                                            98,525.56	 	 	 	 	 	 	 	 	Fee	 
	GACC9.106	1	GACC	Heartland Dental Medical Office Portfolio - 3308 Platt Springs Road	                                                            97,855.60	 	 	 	 	 	 	 	 	Fee	 
	GACC9.107	1	GACC	Heartland Dental Medical Office Portfolio - 132 Milestone Way	                                                            96,430.98	 	 	 	 	 	 	 	 	Fee	 
	GACC9.108	1	GACC	Heartland Dental Medical Office Portfolio - 1429 Chester Boulevard	                                                            95,706.02	 	 	 	 	 	 	 	 	Fee	 
	GACC9.109	1	GACC	Heartland Dental Medical Office Portfolio - 1339 North Sumter Boulevard	                                                            94,729.13	 	 	 	 	 	 	 	 	Fee	 
	GACC9.110	1	GACC	Heartland Dental Medical Office Portfolio - 1536 Farm to Market 359 Road	                                                            94,695.03	 	 	 	 	 	 	 	 	Fee	 
	GACC9.111	1	GACC	Heartland Dental Medical Office Portfolio - 3585 North 168th Court	                                                            93,074.59	 	 	 	 	 	 	 	 	Fee	 
	GACC9.112	1	GACC	Heartland Dental Medical Office Portfolio - 1980 U.S. Highway 1 South	                                                            91,994.30	 	 	 	 	 	 	 	 	Fee	 
	GACC9.113	1	GACC	Heartland Dental Medical Office Portfolio - 13328 Metcalf Avenue	                                                            89,579.59	 	 	 	 	 	 	 	 	Fee	 
	GACC9.114	1	GACC	Heartland Dental Medical Office Portfolio - 826 West Lincoln Avenue	                                                            89,343.07	 	 	 	 	 	 	 	 	Fee	 
	GACC9.115	1	GACC	Heartland Dental Medical Office Portfolio - 1515 West 45th Avenue	                                                            87,501.51	 	 	 	 	 	 	 	 	Fee	 
	GACC9.116	1	GACC	Heartland Dental Medical Office Portfolio - 1012 Mill Pond Lane	                                                            86,131.89	 	 	 	 	 	 	 	 	Fee	 
	GACC9.117	1	GACC	Heartland Dental Medical Office Portfolio - 621 Chatham Avenue	                                                            84,346.44	 	 	 	 	 	 	 	 	Fee	 
	GACC9.118	1	GACC	Heartland Dental Medical Office Portfolio - 24940 South Tamiami Trail	                                                            83,512.57	 	 	 	 	 	 	 	 	Fee	 
	GACC9.119	1	GACC	Heartland Dental Medical Office Portfolio - 609 Front Street	                                                            82,699.60	 	 	 	 	 	 	 	 	Fee	 
	GACC9.120	1	GACC	Heartland Dental Medical Office Portfolio - 6190 LBJ Freeway	                                                            81,567.60	 	 	 	 	 	 	 	 	Fee	 
	GACC9.121	1	GACC	Heartland Dental Medical Office Portfolio - 3417 Schofield Avenue	                                                            80,086.88	 	 	 	 	 	 	 	 	Fee	 
	GACC9.122	1	GACC	Heartland Dental Medical Office Portfolio - 330 Park Place	                                                            79,889.96	 	 	 	 	 	 	 	 	Fee	 
	GACC9.123	1	GACC	Heartland Dental Medical Office Portfolio - 1490 North Green Mount Road	                                                            78,554.44	 	 	 	 	 	 	 	 	Fee	 
	GACC9.124	1	GACC	Heartland Dental Medical Office Portfolio - 213 Main Street	                                                            77,232.13	 	 	 	 	 	 	 	 	Fee	 
	GACC9.125	1	GACC	Heartland Dental Medical Office Portfolio - 11119 Hearth Road	                                                            77,226.63	 	 	 	 	 	 	 	 	Fee	 
	GACC9.126	1	GACC	Heartland Dental Medical Office Portfolio - 2362 West Boulevard Street	                                                            76,442.26	 	 	 	 	 	 	 	 	Fee	 
	GACC9.127	1	GACC	Heartland Dental Medical Office Portfolio - 2812 East Main Street	                                                            76,236.54	 	 	 	 	 	 	 	 	Fee	 
	GACC9.128	1	GACC	Heartland Dental Medical Office Portfolio - 1202 South Broad Street	                                                            76,190.34	 	 	 	 	 	 	 	 	Fee	 
	GACC9.129	1	GACC	Heartland Dental Medical Office Portfolio - 8790 Walnut Grove Road	                                                            76,004.42	 	 	 	 	 	 	 	 	Fee	 
	GACC9.130	1	GACC	Heartland Dental Medical Office Portfolio - 10708 East State Road 64	                                                            75,324.57	 	 	 	 	 	 	 	 	Fee	 
	GACC9.131	1	GACC	Heartland Dental Medical Office Portfolio - 2184 FM 3009	                                                            75,304.76	 	 	 	 	 	 	 	 	Fee	 
	GACC9.132	1	GACC	Heartland Dental Medical Office Portfolio - 2210 Boiling Springs Road	                                                            74,463.19	 	 	 	 	 	 	 	 	Fee	 
	GACC9.133	1	GACC	Heartland Dental Medical Office Portfolio - 3105 Kirby Whitten Road	                                                            74,291.58	 	 	 	 	 	 	 	 	Fee	 
	GACC9.134	1	GACC	Heartland Dental Medical Office Portfolio - 716 32nd Street South	                                                            73,855.94	 	 	 	 	 	 	 	 	Fee	 
	GACC9.135	1	GACC	Heartland Dental Medical Office Portfolio - 1010 West U.S. Route 6	                                                            71,348.82	 	 	 	 	 	 	 	 	Fee	 
	GACC9.136	1	GACC	Heartland Dental Medical Office Portfolio - 935 West Exchange Parkway	                                                            68,819.71	 	 	 	 	 	 	 	 	Fee	 
	GACC9.137	1	GACC	Heartland Dental Medical Office Portfolio - 3608 Jeffco Boulevard	                                                            68,623.89	 	 	 	 	 	 	 	 	Fee	 
	GACC9.138	1	GACC	Heartland Dental Medical Office Portfolio - 998 Williford Court	                                                            68,621.69	 	 	 	 	 	 	 	 	Fee	 
	GACC9.139	1	GACC	Heartland Dental Medical Office Portfolio - 4405 Highway 17	                                                            68,288.36	 	 	 	 	 	 	 	 	Fee	 
	GACC9.140	1	GACC	Heartland Dental Medical Office Portfolio - 3003 Twin Rivers Drive	                                                            66,469.91	 	 	 	 	 	 	 	 	Fee	 
	GACC9.141	1	GACC	Heartland Dental Medical Office Portfolio - 12260 Tamiami Trail East	                                                            66,254.29	 	 	 	 	 	 	 	 	Fee	 
	GACC9.142	1	GACC	Heartland Dental Medical Office Portfolio - 1405 South 25th Street	                                                            65,694.34	 	 	 	 	 	 	 	 	Fee	 
	GACC9.143	1	GACC	Heartland Dental Medical Office Portfolio - 12605 Troxler Avenue	                                                            64,200.41	 	 	 	 	 	 	 	 	Fee	 
	GACC9.144	1	GACC	Heartland Dental Medical Office Portfolio - 122 Stone Trace Drive	                                                            61,038.74	 	 	 	 	 	 	 	 	Fee	 
	GACC9.145	1	GACC	Heartland Dental Medical Office Portfolio - 4455 Florida National Drive	                                                            60,646.01	 	 	 	 	 	 	 	 	Fee	 
	GACC9.146	1	GACC	Heartland Dental Medical Office Portfolio - 3645 North Council Road	                                                            60,543.70	 	 	 	 	 	 	 	 	Fee	 
	GACC9.147	1	GACC	Heartland Dental Medical Office Portfolio - 9305 Market Square Drive	                                                            58,401.81	 	 	 	 	 	 	 	 	Fee	 
	GACC9.148	1	GACC	Heartland Dental Medical Office Portfolio - 3420 Bayside Lakes Boulevard Southeast	                                                            56,165.32	 	 	 	 	 	 	 	 	Fee	 
	GACC9.149	1	GACC	Heartland Dental Medical Office Portfolio - 309 West Ogden Avenue	                                                            55,363.35	 	 	 	 	 	 	 	 	Fee	 
	GACC9.150	1	GACC	Heartland Dental Medical Office Portfolio - 456 University Boulevard North	                                                            54,827.61	 	 	 	 	 	 	 	 	Fee	 
	GACC9.151	1	GACC	Heartland Dental Medical Office Portfolio - 1316 McMillan Street	                                                            54,456.87	 	 	 	 	 	 	 	 	Fee	 
	GACC9.152	1	GACC	Heartland Dental Medical Office Portfolio - 6233 Veterans Parkway	                                                            53,134.56	 	 	 	 	 	 	 	 	Fee	 
	GACC9.153	1	GACC	Heartland Dental Medical Office Portfolio - 116 Calumet Center Road	                                                            51,913.46	 	 	 	 	 	 	 	 	Fee	 
	GACC9.154	1	GACC	Heartland Dental Medical Office Portfolio - 828 South Main Street	                                                            51,906.86	 	 	 	 	 	 	 	 	Fee	 
	GACC9.155	1	GACC	Heartland Dental Medical Office Portfolio - 7200 Red Hawk Court	                                                            48,752.88	 	 	 	 	 	 	 	 	Fee	 
	GACC9.156	1	GACC	Heartland Dental Medical Office Portfolio - 303 Ashby Park Lane	                                                            48,605.47	 	 	 	 	 	 	 	 	Fee	 
	GACC9.157	1	GACC	Heartland Dental Medical Office Portfolio - 3106 Professional Plaza	                                                            43,385.52	 	 	 	 	 	 	 	 	Fee	 
	GACC9.158	1	GACC	Heartland Dental Medical Office Portfolio - 1950 Chesley Drive	                                                            43,139.10	 	 	 	 	 	 	 	 	Fee	 
	GACC9.159	1	GACC	Heartland Dental Medical Office Portfolio - 104 South Houston Road	                                                            43,055.50	 	 	 	 	 	 	 	 	Fee	 
	GACC9.160	1	GACC	Heartland Dental Medical Office Portfolio - 103 East Tatum Avenue	                                                            42,524.15	 	 	 	 	 	 	 	 	Fee	 
	GACC9.161	1	GACC	Heartland Dental Medical Office Portfolio - 165 Juniper Circle	                                                            42,471.35	 	 	 	 	 	 	 	 	Fee	 
	GACC9.162	1	GACC	Heartland Dental Medical Office Portfolio - 135 East Broadway Street	                                                            40,666.09	 	 	 	 	 	 	 	 	Fee	 
	GACC9.163	1	GACC	Heartland Dental Medical Office Portfolio - 9360 Two Notch Road	                                                            40,106.14	 	 	 	 	 	 	 	 	Fee	 
	GACC9.164	1	GACC	Heartland Dental Medical Office Portfolio - 12988 Georgia Highway 9	                                                            37,791.54	 	 	 	 	 	 	 	 	Fee	 
	GACC9.165	1	GACC	Heartland Dental Medical Office Portfolio - 5 Jannell Court	                                                            37,733.24	 	 	 	 	 	 	 	 	Fee	 
	GACC9.166	1	GACC	Heartland Dental Medical Office Portfolio - 1617 East Main Street	                                                            37,645.23	 	 	 	 	 	 	 	 	Fee	 
	GACC9.167	1	GACC	Heartland Dental Medical Office Portfolio - 2116 Vista Oeste North West, Unit 202	                                                            37,482.42	 	 	 	 	 	 	 	 	Fee	 
	GACC9.168	1	GACC	Heartland Dental Medical Office Portfolio - 50 South Kyrene Road, Suite 5	                                                            30,444.01	 	 	 	 	 	 	 	 	Fee	 
	GACC9.169	1	GACC	Heartland Dental Medical Office Portfolio - 101 Rice Bent Way Suite 4	                                                            24,483.70	 	 	 	 	 	 	 	 	Fee	 
	GACC10	1	GACC	Stonebrook Apartments Phase II	                                                    18,700,000.00	4/6/2029	6	         100,614.34	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC11	1	GACC	Hawk View Industrial Park 	                                                    17,300,000.00	6/6/2029	6	           92,026.14	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	CREFI7	1	CREFI	Magnolia Hotel St. Louis	                                                    16,481,502.92	5/6/2029	6	           86,270.83	0.00250%	Actual/360	 No 	 	NAP	Fee/Leasehold	No
	CREFI8	3	CREFI	Augusta Self Storage Portfolio	                                                    15,350,000.00	5/6/2029	6	           78,690.91	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	CREFI8.001	1	CREFI	Hollywood Storage - Evans	                                                       9,233,713.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI8.002	1	CREFI	Hollywood Storage - Augusta	                                                       4,097,558.00	 	 	  	 	 	 	 	 	Fee	 
	CREFI8.003	1	CREFI	Hollywood Storage - Martinez	                                                       2,018,729.00	 	 	  	 	 	 	 	 	Fee	 
	GACC12	1	GACC	Clinton West	                                                    15,262,500.00	5/6/2029	6	           81,839.15	0.03125%	Actual/360	 No 	 	NAP	Fee	No
	CREFI9	1	CREFI	Residence Inn - Lynchburg	                                                    13,984,269.40	5/6/2029	6	           73,115.04	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC13	1	GACC	IRG Moraine Industrial	                                                    13,627,171.10	5/6/2029	6	           71,247.99	0.03125%	Actual/360	 No 	 	NAP	Fee	No
	GACC14	1	GACC	One Parkway North	                                                    12,653,383.75	5/6/2024	6	           69,913.28	0.00250%	Actual/360	 No 	 	NAP	Leasehold	No
	GACC15	1	GACC	Pine Terrace Apartments	                                                    11,973,939.53	4/6/2029	6	           65,967.46	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC16	1	GACC	Orchard Park Apartments	                                                    11,000,000.00	5/6/2029	6	           47,306.37	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC17	1	GACC	Rockridge Plaza	                                                    10,500,000.00	5/6/2029	6	           55,726.31	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	CREFI10	1	CREFI	Giant Hershey PA	                                                    10,400,000.00	5/6/2029	6	           37,344.91	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	CREFI11	1	CREFI	2211 West Camelback Road	                                                       9,000,000.00	5/6/2029	6	           46,948.26	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC18	2	GACC	Pell City Portfolio	                                                       8,600,000.00	4/6/2029	6	           33,206.55	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC18.001	1	GACC	Holiday Inn-Pell City	                                                       4,472,000.00	 	 	 	 	 	 	 	 	Fee	 
	GACC18.002	1	GACC	Hampton Inn-Pell City	                                                       4,128,000.00	 	 	 	 	 	 	 	 	Fee	 
	GACC19	1	GACC	364 Bush	                                                       7,845,000.00	3/6/2029	6	           34,732.28	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC20	1	GACC	1731 15th Street	                                                       7,300,000.00	5/6/2029	6	           31,455.90	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	GACC21	1	GACC	Sunridge Apartments 	                                                       5,294,551.65	5/6/2029	6	           28,906.74	0.03125%	Actual/360	 No 	 	NAP	Fee	No
	GACC22	1	GACC	Alamo Drafthouse Cinema - Lubbock	                                                       5,000,000.00	3/6/2029	6	           19,221.64	0.00250%	Actual/360	 No 	 	NAP	Fee	No
	CREFI12	1	CREFI	Piney Green Food Lion	                                                       4,239,852.11	5/6/2029	6	           27,348.58	0.00250%	Actual/360	 No 	 	NAP	Fee	No






  




    	 	 



     


    
  

 EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B11



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B11 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor” (an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the

                                                                                







 


 



 





* Purchaser must include
one of the following two certifications.


 






    Exhibit C-1


     


    

 







	 	 	Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners come within such paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.            The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in
the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form
hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) 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 and (z) a written undertaking to reimburse the Trust Fund for any costs
incurred by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.            The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) 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
Prospectus.


 


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.


 






    Exhibit C-2


     


    

 


5.            The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.            The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.            Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (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 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. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such
other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification
expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent 


 





 



 





** Each Purchaser must
include one of the two alternative certifications.





*** Does not apply to a
transfer of Class R Certificates.


 






    Exhibit C-3


     


    

 




provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


  


8.       Please
make all payments due on the Certificates:****


 


		☐	(a) 	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:






	 	 	 	 
	Bank:	 
	ABA #:	 
	Account #:	 
	Attention:	 





 


		☐	(b) 	by
mailing a check or draft to the following address:



	 
	 
	 








 


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	[The
    Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 








  


Dated:


 





 



****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 












    Exhibit C-4


     


    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National
Association

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of June 1,
2019, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 
	 	 	 
	 	 	 





I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.            I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.            The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
(i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.           
The Purchaser is not a “Disqualified
Organization” (as defined below), and that the Purchaser is not acquiring the Class R Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is


 






    Exhibit D-1-1


    


    

 


any of the following:
(i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (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), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee or the
Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no
expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or
any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a
Class R Certificate to such Person. The terms “United States,” “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.            The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.            The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.            No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            Check
the applicable paragraph:


 


☐           The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


    


    

 


(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 corporate income tax rate (but the tax rate in Section 55(b)(1)(B) of
the Code may be used instead if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐          The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None of the
above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3


    


    

 


it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.          The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


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 officer this ___day of _________,
20__.





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 









    Exhibit D-1-4


    


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 


	 	
NOTARY PUBLIC in and for the

State of _______________


 



	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 

                           
	 



  




    Exhibit D-1-5


    


    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National
Association

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 2019 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and 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, as
Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in


 






    Exhibit D-2-1


    


    

 


the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    Exhibit D-2-2


    


    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF THE VRR INTEREST


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.





383 Madison Avenue, 8th Floor





New York, New York 10179





Attention: Kunal K. Singh


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of June 1, 2019, between J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is
defined in the Risk Retention Rule or as Depositor that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the VRR Interest (the “Retained
Certificates”), from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Retained
Certificate 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 



 






    Exhibit D-3-1


    


    

 


	 	 	consummate any such transfer if it knows or believes that any representation contained in such certificate is false.



 


		3.	Any transfer of a Retained Certificate to an insurance company general account relying on Sections
I and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC, Deutsche Bank Securities, Inc., Citigroup Global Markets
Inc., Drexel Hamilton, LLC or Academy Securities, Inc.



 


		4.	Check one of the following:



 


☐            The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period and that
the transfer will comply with all applicable requirements of the Risk Retention Rule.


 


☐             The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Risk Retention Rule or as Depositor, that the transfer will occur after the termination of the Transfer Restriction
Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__].


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


GERMAN AMERICAN CAPITAL
CORPORATION


	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 










    Exhibit D-3-2


    


    

 


EXHIBIT
D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF THE VRR INTEREST


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


J.P. Morgan Chase Commercial
Mortgage Securities Corp.


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


 


		Re:	Benchmark
                                         2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11
                                         (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the VRR Interest (the “Retained Certificates”). The Certificates were issued pursuant to the Pooling
and Servicing Agreement, dated as of June 1, 2019 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and 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 that:


 


		1.	The transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	2.          Any transfer of a Certificate evidencing a Retained Certificate to an insurance company general
account relying on Sections I and III of PTCE 95-60 will be effected 



 






    Exhibit D-4-1


    


    

 


	 	 	through J.P. Morgan Securities LLC, Deutsche Bank Securities,
Inc., Citigroup Global Markets Inc., Drexel Hamilton, LLC or Academy Securities, Inc.



 


		3.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer
Restriction Period and that the transfer will comply with all applicable requirements of the Risk Retention Rule.



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor
that the transfer will occur after the termination of the Transfer Restriction Period.



 


		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.



 


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:


 


GERMAN AMERICAN CAPITAL
CORPORATION


 





	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


 







    Exhibit D-4-2


    


    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

	 	 	 
	 	[Master Servicer] 	

	 	[Special Servicer]

        Loan No.:
	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, MN 55414

Attention:  Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust
	 	 	 
	 	Custodian/Trustee

                                                                                Mortgage File No.:
	

	Depositor
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        383 Madison Avenue,
8th Floor, New York, New York 10179, Attention: Kunal K. Singh

         

	 	 	 
	 	Certificates:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement dated as of June 1, 2019, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha


 






    Exhibit E-1


    


    

 


Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 


 


	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 









 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



 


Date: _________


 




    Exhibit E-2


    


    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES (OTHER THAN CLASS R AND CLASS S CERTIFICATES)


 


Wells Fargo Bank, National Association





as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Real Estate Structured Finance – Securitization Group


 


		Re:	Transfer of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B11



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] initial [aggregate] Certificate Balance in the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, Class [F][G][H] Certificates issued pursuant to
that certain Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.            The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or 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 foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person


 






    Exhibit F-1-1


    


    

 


acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3 101, as modified by Section 3(42) of
ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the
Code under Sections I and III of PTCE 95-60 (or, with respect to a Plan subject to Similar Law, where the purchase, holding and
disposition of Certificates by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.            The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975
of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to
those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Underwriters or the Trust Fund.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





Date: _________


 




    Exhibit F-1-2


    


    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding Class [S][R] Certificates


 


[Date]


 


Wells Fargo Bank, National Association,


       as Certificate Registrar


600 South 4th Street, 7th
Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


[Transferor]





[______]





[______]





Attention: [______]


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11, Class [S][R] Certificates
(the “Class [S][R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of
June 1, 2019 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [S][R] Certificate, the Purchaser
is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan
that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such
Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in


 






    Exhibit F-2-1


    


    

 


the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of
ERISA) to purchase such Class [S][R] Certificate.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 













    Exhibit F-2-2


    


    


 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT


 



 




    Exhibit G-1


     


    

 



  


 



	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Asset
    Representations 

Reviewer/Operating Advisor	 	 
	 	 	


J.P.
Morgan Chase Commercial 

Mortgage Securities Corp.
383 Madison Avenue
8th Floor

New York, NY 10179


 

 
 

 

 

 

 

Contact:  General Information Number

Phone Number:      (212) 834-3813
	 	 	 	Midland
Loan Services, a Division of 

PNC Bank, National Association
10851
Mastin Street
Building 82, Suite 300
Overland
Park, KS 66210

     

                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

                                                                                                                                       Contact:    Heather Wagner
Phone Number:    (913) 253-9570

	 	 	 	Rialto Capital Advisors, LLC

790 NW 107th Avenue

4th Floor, Suite 300

Miami, FL 33172

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                              Contact:

                                                                                                                                               

                                                                                                                                              Niral.Shah@rialtocapital.com





	 	 	 	Pentalpha
Surveillance LLC
PO Box 4839
Greenwich,
CT 06831
 

                                                                                                                      

 

 

 

 

                                         Contact:
                                                     Don Simon

                                         Phone Number:    (203) 660-6100
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









     Page 1 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	VRR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of
(i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     Page 2 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	VRR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






     Page 3 of 23


     


    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	VRR Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





     Page 4 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling
    Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                         as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Directing Holder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                     as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Premiums and Yield Maintenance Charges.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 5 of 23


     


    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	Fees:	 	 	 
	 	Interest:	 	 	 		 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Certificate Administrator/Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	Deferred Interest	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	ARD Interest	0.00	 	 	 Asset Representations Reviewer Fee - Pentalpha	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Surveillance LLC	 	 	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	EU Reporting Administrator
    Fee - Deutsche Bank AG, New York	0.00	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Branch	 	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 		 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses		0.00	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



     Page 6 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


     Page 7 of 23


     


    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 8 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


     Page 9 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


     Page 10 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 11 of 23


     


    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


     Page 12 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 13 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 14 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 15 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 16 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



     Page 17 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


     Page 18 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 19 of 23


     


    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




     Page 20 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 21 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



     Page 22 of 23


     


    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2019-B11 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2019-B11	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	7/17/19
	Record Date:	6/28/19
	Determination Date:	7/11/19





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Disclosable
                                         Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer
                                         Termination Event information would be disclosed here.	 
	 	 	 
	 	Pursuant
    to the PSA, the Certificate Administrator has made available on www.ctslink.com <http://www.ctslink.com>, specifically
    under the “EU Risk Retention” tab for the Benchmark 2019-B11 Mortgage Trust transaction, certain information provided
    to the Certificate Administrator regarding the Retaining Sponsor’s compliance with the EU Retention Covenant. Investors should
    refer to the Certificate Administrator’s website for all such information.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






     Page 23 of 23


     


    


 




 


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National
Association, as Trustee for the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services: CMBS Trustee – Benchmark 2019-B11, its successors and assigns, all right, title and
interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain
Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit H-1


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the 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 Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 








 



 


*
      Select appropriate depository.



 






    Exhibit I-1


     


    

 


(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;]**


 


[(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” 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 Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 








	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan
Chase Commercial Mortgage Securities Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 




    Exhibit I-2


     


    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479





Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the 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 Book-Entry 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 Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2) at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2) the transaction
was executed in, on or through the facilities of a designated offshore securities market 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” 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 Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 




    Exhibit J-2


     


    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar


 600 South 4th
Street, 7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 








 



 


*       Select
appropriate depository.


 







    Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers. 


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.



 




    Exhibit K-2


     


    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 








 



 


*       Select,
as applicable.


 



    Exhibit L-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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





		Dated:	 	 



 


		By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




    Exhibit L-2


     


    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479





Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States;


 








 



 


*       Select
appropriate depository.


 






    Exhibit M-1


     


    





 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” 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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers. 


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 




    Exhibit M-2


     


    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)        no
“directed selling efforts” 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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 








	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 




    Exhibit N-2


     


    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    Exhibit O-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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 








	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.



 




    Exhibit O-2


     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY and/or risk retention consultation party

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;


    cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 



 


In accordance with
the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Risk Retention
Consultation Party or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned 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]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the


 






    Exhibit P-1A-1


     


    

 


undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the 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; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


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 Trustee, the Certificate Administrator, 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 shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


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.


 




    Exhibit P-1A-2


     


    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


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

        10851 Mastin Street


        Building 82, Suite 300


        Overland Park, Kansas 66210


        Attention: Executive Vice President – Division Head


        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland  21045-1951
 Attention:  Corporate Trust Services (CMBS)
 Benchmark 2019-B11 Mortgage Trust
 Email:  trustadministrationgroup@wellsfargo.com

                           cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2019-B11 Mortgage Trust


	 	 
	
        Rialto Capital Advisors, LLC


        790 NW 107th Avenue, 4th Floor


        Miami, Florida 33172


        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile Number: (305) 229-6425


        Email: liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com
	 



 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 



 


In accordance with
the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo 


 






    Exhibit P-1B-1


     


    

 


Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


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 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 will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the 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; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, 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 P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned


 






    Exhibit P-1B-2


     


    

 


has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
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.


 




    Exhibit P-1B-3


     


    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder
and/or a risk retention consultation party)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;


    cts.cmbs.bond.admin@wellsfargo.com


 


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





10851 Mastin Street





Building 82, Suite 300





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 



 


In accordance with
the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1C-1


     


    

 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will 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 will 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; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will 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 Trustee, the Certificate Administrator, 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 shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


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.


 




    Exhibit P-1C-2


     


    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


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

        10851 Mastin Street 

        Building 82, Suite 300 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com 
	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland  21045-1951
 Attention:  Corporate Trust Services (CMBS)
 Benchmark 2019-B11 Mortgage Trust
 Email:  trustadministrationgroup@wellsfargo.com

                                            cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust 

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email: liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com
	 



 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 



 


In accordance with
the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo


 






    Exhibit P-1D-1


     


    

 


Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


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 Loan][Excluded Controlling Class Loan](s), 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 will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned 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 Loan][Excluded Controlling Class Loan](s) 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.


 


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 Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating


 






    Exhibit P-1D-2


     


    

 


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.       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 any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial
Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage
prepaid or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


 


10.      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.








	 	 	 
	 	[Directing Certificateholder][Holder
of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage


 






    Exhibit P-1D-3


     


    

 


Securities Corp.


 




    Exhibit P-1D-4


     


    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


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

        10851 Mastin Street 

        Building 82, Suite 300 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com 
	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland  21045-1951
 Attention:  Corporate Trust Services (CMBS)
 Benchmark 2019-B11 Mortgage Trust
 Email:  trustadministrationgroup@wellsfargo.com

                                            cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust 

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email: liat.heller@rialtocapital.com,
        jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com

         
	 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BENCHMARK 2019-B11 MORTGAGE TRUST COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B11 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF
THE POOLING AND SERVICING AGREEMENT.


 






    Exhibit P-1E-1


     


    

 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect
to any other Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D
to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit
P-1F to the Pooling and Servicing Agreement.


 


3.                 
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), 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 will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 






    Exhibit P-1E-2


     


    

 


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 Loan][Excluded Controlling Class Loan](s) 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 Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, 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.                 
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 any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.                 
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.                 
[[For use by parties other than the initial Directing Certificateholder] 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.] [[For
use by the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in
PDF form has been delivered in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed
above by electronic mail.]


 


9.                 
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-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 Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class


 






    Exhibit P-1E-3


     


    

 


Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


10.             
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 Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


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.


 





	 	[Directing Certificateholder][Holder
of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage





Securities Corp.



 




    Exhibit P-1E-4


     


    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2019-B11 Mortgage Trust

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank,
National Association, 

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747 

        Attention: Benchmark 2019-B11 Mortgage Trust

         



		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     


    

 


3.                 
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the Benchmark 2019-B11 Mortgage Trust securitization should be revoked as to such
users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 





4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][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 Loan][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 P-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 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.


 








	 	[Directing Certificateholder][Holder
of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage





Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate Administrator 





	 	 
	Name:

Title:	 


 



 




    Exhibit P-1F-2


     


    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


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

        10851 Mastin Street 

        Building 82, Suite 300 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com
	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland  21045-1951
 Attention:  Corporate Trust Services (CMBS)
 Benchmark 2019-B11 Mortgage Trust
 Email:  trustadministrationgroup@wellsfargo.com

                           cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust 

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email: liat.heller@rialtocapital.com,
        jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com

         
	 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 






    Exhibit P-1G-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 P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid


 


5.       [If
the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation
of such identity with the undersigned is not reasonably evident from the undersigned name]The undersigned or its parent entity
primarily operates under the identity __________________________. The directing holder is __________________________.


 


6.       The
undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its
Distribution Date Statement.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned 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.


 





	 	[Directing Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


 





Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp



 




    Exhibit P-1G-2


     


    

 


EXHIBIT P-1H


 


Form
of Certification of A risk retention consultation party


 


[Date]


 


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

        10851 Mastin Street

        Building 82, Suite 300 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com 
	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland  21045-1951
 Attention:  Corporate Trust Services (CMBS)
 Benchmark 2019-B11 Mortgage Trust
 Email:  trustadministrationgroup@wellsfargo.com

                           cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)	
        Wells Fargo Bank,
National Association, 

        600 South 4th
Street, 7th Floor 

        MAC N9300-070 

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust 

	 	 
	
        Rialto Capital Advisors, LLC 

        as Special Servicer 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email: liat.heller@rialtocapital.com,
        jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com

         
	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York  10179

Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



 


In accordance with
[Section 3.23] [Section 6.08] 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.


 






    Exhibit P-1H-1


     


    

 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed
by registered mail, postage prepaid.


 


3.       The
contact information for the undersigned for all notices and other communications is as follows:


 


[_____]


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[RISK RETENTION CONSULTATION
PARTY]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: _______


 




    Exhibit P-1H-2


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the
“Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


The undersigned is
a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


		1.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.     
has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.      
has access to the Depositor’s 17g-5 website; and


 


c.     
 agrees that either (x) any confidentiality agreement applicable to the undersigned with respect to information obtained
from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s website
or (y) if the undersigned did not access the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it
shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A, which shall be applicable
to it with respect to any information obtained from the 17g-5 Information Provider’s website, including any information that
is obtained from the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after
the Closing Date.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	 	Name:

Title:






 




    Exhibit P-2-2


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with JP Morgan Securities LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 (the “Certificates”) pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019
(the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and 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 Wells
Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the section
of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined
in the Pooling and Servicing Agreement. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing
Entity.


 


		1.	Definition of Confidential Information. For purposes
of this Confidentiality Agreement, the term “Confidential Information” shall include the following information
(irrespective of its source or form of communication, including information obtained by you through access to this site) that
may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating with
respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and
other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:



 


		●	was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;



 


		●	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or



 






    Exhibit P-2-3


     


    

 


		●	is independently developed by the NRSRO without reference to any Confidential Information.



 


		2.	Information to Be Held in Confidence.



 


		a.	You will use the Confidential Information solely for the purpose of determining or monitoring a
credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential
Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).



 


		b.	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy
manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement
to that effect.



 


		c.	You will treat the Confidential Information as private and confidential. Subject to Section 4,
without the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:



 


		i.	disclose the Confidential Information to any of the NRSRO’s
affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose;
provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken
reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality
Agreement;



 


		ii.	solely to the extent required for compliance with Rule
17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password protected website;
and



 


		iii.	use information derived from the Confidential Information
in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures Required by Law.
If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or



 






    Exhibit P-2-4


     


    

 


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 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.



 






    Exhibit P-2-5


     


    

 


		c.	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law
and would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be
entitled to specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically
enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or
in equity. It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder
shall preclude any other or further exercise of any right, power or privilege.



 


		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement
and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement
will survive indefinitely.



 


		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising
under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and
duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed within such State.



 


		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate
writing by the NRSRO and each Furnishing Entity.



 


		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between
you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected
by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided,
however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential
Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality
Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement
shall control notwithstanding acceptance by you of the terms hereof by entry into this website.



 


		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
shall be directed as set forth below:



 


JP Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179


 




    Exhibit P-2-6


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11 



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.






 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the
“Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics,
MBS Data, LLC, RealINSIGHT and Thomson Reuters Corporation, a market data provider that has been given access to the Statements
to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	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 Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer 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.



 






    Exhibit P-3-1


     


    

 


		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 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. 


 




    Exhibit P-3-2


     


    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents specified in [clauses (i) through
(v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause (xii)], a copy of such letter of credit and the required officer’s
certificate), if any, of the definition of “Mortgage File”, as applicable, with respect to the Mortgage Loans are in
its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed
by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule”
is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Custodian
	 	 
	 	By:	 
	 	 	Name:

Title:


 






    Exhibit Q-1


     


    




 


SCHEDULE A


 


	
        J.P. Morgan Chase Commercial Mortgage Securities Corp.

        383 Madison Avenue

        8th Floor

        New York, New York 10179

         

        Morningstar Credit Ratings, LLC

        4 World Trade Center, 48th Floor

        150 Greenwich Street

        New York, New York 10007

        Attention: CMBS Surveillance – Group Head

        Email: cmbsratings@morningstar.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

         

        Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295 

        E-mail: info.cmbs@fitchratings.com

         

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

        10851 Mastin Street 

        Building 82, Suite 300 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com 
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2019-B11 Mortgage Trust

        Telecopy Number: (410) 715 2380

        E-Mail: trustadministrationgroup@wellsfargo.com; cts.cmbs.bond.admin@wellsfargo.com

         

        Pentalpha Surveillance LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228 

        Attention: Benchmark 2019-B11—Transaction Manager 

        With a copy sent via email to: notices@pentalphasurveillance.com
        (with Benchmark 2019-B11 in the subject line)

         

        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer 

        Facsimile Number: (305) 229-6425 

        Email: liat.heller@rialtocapital.com,
        jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com

         

        [DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]

         

        [APPLICABLE MORTGAGE
LOAN SELLER’S NOTICE ADDRESS]




 




    Exhibit Q-2


     


    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING REQUESTED BY:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565

Email: NoticeAdmin@midlandls.com


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee (in such capacity,
the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(the “Master Servicer”), as its true and lawful attorney-in-fact (the “Attorney-In-Fact”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of
the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (12) below; provided however, that the documents described
below may only be executed and delivered by the Attorney-In-Fact if such documents are required or permitted under the terms of
the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Agreement”) between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, the Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”)
and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer (in such capacity, the “Asset Representations
Reviewer”) and Operating Advisor (in such capacity, the “Operating Advisor”), relating to the Benchmark
2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 and no power is granted hereunder to take
any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of
Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the
“Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or
deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security
instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit R-1-1


     


    

 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed
of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in
lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the
Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.


 


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.       Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.       Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, as Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.       Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.       [RESERVED].


 






    Exhibit R-1-2


     


    

 


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain,
including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required
for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.       Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned, or convey
title to real estate owned property (“REO Property”).


 


12.       Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to
a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


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 as of the Closing Date.


 


This Limited Power of
Attorney is effective as of the date below and shall remain in full force and effect until (a) revoked in writing by the Trustee,
or (b) the termination, resignation or removal of the Trustee as trustee under the Agreement, or (c) the termination, resignation
or removal of the Master Servicer as master servicer under the Agreement, or (d) the termination of the Agreement, whichever occurs
earlier.


 


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.


 


The Master Servicer hereby
agrees to indemnify and hold Wells Fargo Bank, National Association, as 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 misuse of this Limited Power
of Attorney by the Master Servicer. The


 






    Exhibit R-1-3


     


    

 


foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11 has caused these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this _________ day of ________, 20[__].


 


[SIGNATURE PAGE FOLLOWS]




 






    Exhibit R-1-4


     


    




 


	 	 	Wells Fargo Bank, National Association, as Trustee
for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B11



 


	 	 	By:	 
	Witness:	 	 	 , Vice President



 


	Witness:	 	Attest:	 Assistant Secretary






 




    Exhibit R-1-5


     


    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 







 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


Witness my hand and official seal.





	 	
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         
	 







 




    Exhibit R-1-6


     


    

 






EXHIBIT R-2





FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer 


Facsimile Number: (305) 229-6425 


Email: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,
niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 





 









SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee (in such capacity,
the “Trustee”), hereby constitutes and appoints Rialto Capital Advisors, LLC (the “Special Servicer”),
as its true and lawful attorney-in-fact (the “Attorney-In-Fact”), and in its name, aforesaid Attorney-In-Fact,
by and through any duly appointed authorized representative appointed by the Board of Directors of the Special Servicer, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks
described in the items (1) through (11) below; provided however, that the documents described below may only be executed
and delivered by the Attorney-In-Fact if such documents are required or the action is permitted under the terms of the Pooling
and Servicing Agreement, dated as of June 1, 2019 (the “Pooling and Servicing Agreement”) between J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, the Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”) and as Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer
(in such capacity, the “Asset Representations Reviewer”) and Operating Advisor (in such capacity, the “Operating
Advisor”), relating to Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of
Attorney and the rights, powers and authority granted herein are coupled with an interest, and this Limited Power of Attorney is
being issued in connection with the Special Servicer’s responsibilities to service certain mortgage loans (the “Mortgage
Loans”) held by the Trustee. The Mortgage Loans are secured by collateral comprised of mortgages or deeds of trust (the
“Mortgages” and “Deeds of Trust” respectively),


 






    Exhibit R-2-1


     


    

 


and other forms of security instruments (collectively
the “Security Instruments”), in each case, encumbering any and all real and personal property delineated therein
(the “Mortgaged Properties”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process
or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance
of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent
allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial
foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and
all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications
in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation and to resolve
any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to dismissal, termination,
cancellation, rescission and settlement.


 


3.       Transact
business of any kind regarding the Mortgage Loans and the Mortgaged Properties.


 


4.       Obtain
an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed, to contract
for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory
note or performance of any obligation or agreement.


 


5.       Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment agreements,
leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of the Trustee.


 


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Mortgage Loans.


 


7.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of the Trust as necessary
to transfer ownership of the


 






    Exhibit R-2-2


     


    

 


affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loans.


 


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special
Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.


 


9.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Mortgage Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.


 


10.       Convey
the Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned,
or convey title to real estate owned property (“REO Property”).


 


11.       Execute
and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to
a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO Property.


 


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 as of the Closing Date.


 


This Limited Power of
Attorney is effective as of the date below and shall remain in full force and effect until (a) revoked in writing by the Trustee,
or (b) the termination, resignation or removal of the Trustee as trustee under the Agreement, or (c) the termination, resignation
or removal of the Special Servicer as special servicer under the Pooling and Servicing Agreement, or (d) the termination of the
Pooling and Servicing Agreement, whichever occurs earlier.


 


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.


 


The Special Servicer
hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as 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 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


 






    Exhibit R-2-3


     


    

 


Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association,
as Trustee under the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B11 has caused these presents to be signed and acknowledged in its name and behalf
by a duly elected and authorized signatory this _________ day of ________, 20[__].


 


 [SIGNATURE PAGE FOLLOWS]










    Exhibit R-2-4


     


    

 





	 	 	Wells Fargo Bank, National Association, as Trustee
for the benefit of the registered holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B11



 


	 	 	By:	 
	Witness:	 	 	 , Vice President



 


	Witness:	 	Attest:	 Assistant Secretary








  




    Exhibit R-2-5


     


    

 








	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 







 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


Witness my hand and official seal.





	 	
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

        ______
	 







 




    Exhibit R-2-6


     


    

 


EXHIBIT S


 


INITIAL COMPANION HOLDERS


 


	Loan	Companion Holder
	3 Columbus Circle	
         

        Notes A-1-1, A-2-1, B-1 and B-2 

        Wells Fargo Bank, National Association, for the holders
of the Benchmark 2018-B10

        Mortgage Trust Commercial Mortgage Pass-Through Certificates,
        Series 2018-B10

         

        Notice Address:

        c/o KeyBank National Association, as master
        servicer

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Facsimile: (877) 379-1625

        Email: michael_a_tilden@keybank.com

         

        with a copy to:

        

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Facsimile: (816) 753-1536

        Email: kkohring@polsinelli.com

         

        Notes A-1-2, A-1-4, A-1-6, A-1-7 and A-1-8

        JPMorgan Chase Bank, National Association

         

        Notice Address:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

         

        and

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: SPG Legal

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309





 






    Exhibit S-1


     


    

 


	 	         

        Note A-1-5

        Column Financial, Inc.

         

        Notice Address:

        Column Financial, Inc.

        One Madison Avenue

        New York, New York 10010

        Office of General Counsel

        Attention: Mark Covey, Esq.

        Facsimile No.: (917) 326-8433

         

        Notes A-2-2 and A-2-3

        Citibank, N.A., for the holders of the CF 2019-CF1 Mortgage
        Trust, Commercial Mortgage Pass-Through Ceritficates, Series 2019-CF1

         

        Notice Address:

        c/o 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

         

        Note A-2-5-A

        Cantor Commercial Real Estate Lending, L.P.

         

        Notice Address:

        Cantor Commercial Real Estate Lending, L.P.

        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Legal Department

        Facsimile No.: (212) 610-3623

        E-Mail: legal@ccre.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Lisa Pauquette, Esq.

        Facsimile No.: (212) 504-6666

        E-Mail: lisa.pauquette@cwt.com

         

        Note A-2-5-B

        Wells Fargo Bank, National Association, for the holders of the
        Morgan Stanley Capital I Trust 2019-H6, Commercial Mortgage Pass-Through Certificates, Series 2019-H6

         




 






    Exhibit S-2


     


    

 


	 	        Notice Address:

         

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Facsimile: (888) 706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

	ILPT Hawaii Portfolio	
         

        Notes A-1, A-2, A-3, A-4, A-5-1, A-6-1, A-7-1, A-8-1
and A-9 

        Midland Loan Services, a Division of PNC Bank, National Association,
        for the holders of the ILPT 2019-SURF Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-SURF

         

        Notice Address:

        c/o Midland Loan Services, a Division of
        PNC Bank, National Association, as master servicer

        10851 Mastin Street

        Building 82, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Facsimile number: (888) 706-3565

         

        with a copy to:

         

        Stinson LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106

        Facsimile: (816) 412-9338

        Attention: Kenda K. Tomes

         

        Note A-5-2

        Wells Fargo Bank, National Association

         

        Notice Address:

        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: WFCM 2019-C50 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         





 






    Exhibit S-3


     


    

 


	 	        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

         

        Note A-5-3

        Morgan Stanley Mortgage Capital Holdings LLC

         

        Notice Address:

        Morgan Stanley Mortgage Capital Holdings LLC

        1585 Broadway

        New, New York 10036

        Attention: Jane Lam

         

        with a copy to:

         

        Morgan Stanley Mortgage Capital Holdings LLC

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

        and a copy by email to:

         

        cmbs_notices@morganstanley.com

         

        Note A-5-4

        Wells Fargo Bank, National Association

         

        Notice Address:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: BANK 2019-BNK18 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        with a copy to:

         

        K&L Gates LLP

        Hearst Tower, 47th Floor

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann

        Reference: BANK 2019-BNK18

         

        Note A-7-2

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

         

        Notice Address:




 






    Exhibit S-4


     


    

 


	 	        Midland Loan Services, a Division of PNC Bank, National
Association, 10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head,

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        E-mail: kenda.tomes@stinson.com

         

        Notes A-10 and A-11

        UBS AG, New York Branch:



Notice Address:

        UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York,

        New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Henry Chung

        Email: henry.chung@ubs.com

         

        with a copy to:

         

        UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York,

        New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Chad Eisenberger

        Email: chad.eisenberger@ubs.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

        

         

	59 Maiden Lane	Note A-1

        Wells Fargo Bank, National Association, for the holders
of the GSMS 2019-GC39 Commercial Mortgage Pass Through Certificates, Series 2019-GC39



Notice Address:

        c/o Midland Loan Services, a Division of PNC Bank, National
        Association, as master 




 






    Exhibit S-5


     


    

 


		

        servicer

        10851 Mastin Street 

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001

        Attention: Lisa A. Rosen

        Email: LisaRosen@eversheds-sutherland.com

         

        Note A-3

        Citi Real Estate Funding Inc.



Notice Address:

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile number: (646) 328-2943

         

        with an electronic copy emailed to: richard.simpson@citi.com

         

        with a copy to:

         

        Citi Real Estate Funding Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Orozco

        Fax number: (347) 394-0898

         

        

        with a copy to:

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Facsimile number: (646) 862-8988

        with an electronic copy emailed to: ryan.m.oconnor@citi.com

        

         

	101 California	         

        Notes A-1, A-2, B-1 and B-2 

        Wells Fargo Bank, National Association, for the holders of the
        CALI Mortgage Trust 2019-101 Commercial Mortgage Pass-Through Certificates, Series 2019-101C

         

        Notice Address:

        c/o KeyBank National Association, as master
        servicer

        



 






    Exhibit S-6


     


    

 


	 	

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Fax number: (877) 379-1625

        Email: michael_a_tilden@keybank.com

         

        with a copy to:

        

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Facsimile number: (816) 753-1536

         

        Note A-3

        Wells Fargo Bank, National Association, for the holders of the
        GSMS 2019-GC39 Commercial Mortgage Pass Through Certificates, Series 2019-GC39

         

        Notice Address:

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001

        Attention: Lisa A. Rosen

        Email: LisaRosen@eversheds-sutherland.com

         

        Notes A-4 and A-5

        Goldman Sachs Mortgage Company

         

        Notice Address:

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Brian Bolton

        Email: brian.a.bolton@gs.com

         

        and:





 






    Exhibit S-7


     


    

 


	 	         

        Email: gs-refgsecuritization@gs.com

         

        Notes A-8 and A-9

        Wells Fargo Bank, National Association, for the holders
of the Benchmark 2018-B10

        Mortgage Trust Commercial Mortgage Pass-Through Certificates,
        Series 2018-B10

         

        Notice Address:

        c/o KeyBank National Association, as master
        servicer

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Facsimile: (877) 379-1625

        Email: michael_a_tilden@keybank.com

         

	SWVP Portfolio	
         

        Notes A-1 and A-3

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

         

        Notice Address:

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Fax Number: (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

         

        Notes A-2, A-4, A-5 and A-6

        Societe Generale Financial Corporation

         

        Notice Address:

        Societe Generale Financial Corporation

        245 Park Avenue

        New York, New York 10167

        Attention: Jim Barnard

         

        with a copy to:

         

        Societe Generale Financial Corporation

        245 Park Avenue

        New York, New York 10167

        Attention: General Counsel

        Facsimile: (212) 278-2074

         

        And

         





 






    Exhibit S-8


     


    

 


	 	        Cadwalader, Wickersham & Taft LLP

        One World Financial Center

        200 Liberty Street

        New York, New York 10281

        Attn: David S. Gingold, Esq.

         

        Notes A-9 and A-10

        JPMorgan Chase Bank, National Association

         

        Notice Address:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

         

        and

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: SPG Legal

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

         

	Green Hills Corporate Center	
         

        Note A-2 Holder

        Citi Real Estate Funding Inc.

        

Notice Address:

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile number: (646) 328-2943

        



        with an electronic copy emailed to: richard.simpson@citi.com

         

        with a copy to:

         

        Citi Real Estate Funding Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Orozco

        Fax number: (347) 394-0898

         

        and





 






    Exhibit S-9


     


    

 


	 	         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Facsimile number: (646) 862-8988

         

        with an electronic copy emailed to: ryan.m.oconnor@citi.com

	Arbor Hotel Portfolio	
         

        Note A-1 Holder

        Wells Fargo Bank, National Association, for the holders
of the GSMS 2019-GC39 Commercial Mortgage Pass Through Certificates, Series 2019-GC39



Notice Address:

c/o Midland Loan Services, a Division of PNC Bank, National Association, as master servicer 

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001

        Attention: Lisa A. Rosen

        Email: LisaRosen@eversheds-sutherland.com

	Moffett Towers II - Building 5	         

        Note A-2 Holder 

        Wells Fargo Bank, National Association, for the holders
of the GSMS 2019-GC39 Commercial Mortgage Pass Through Certificates, Series 2019-GC39



Notice Address: 

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001

        Attention: Lisa A. Rosen

        Email: LisaRosen@eversheds-sutherland.com

         




 






    Exhibit S-10


     


    

 


		

         

        Notes A-3 and A-4 Holder

        Goldman Sachs Bank USA



Notice Address: 

        Goldman Sachs Bank USA

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Goldman Sachs Bank USA

        200 West Street

        New York, New York 10282

        Attention: Joe Osborne

        Email: joe.osborne@gs.com

         

        Notes B-1 and B-2 Holder

        Hanwha Debt Strategy Private Real Estate Fund 21-1



Notice Address: 

        Hanwha Asset Management

        50F-52F Hanwha Financial Center

        #50, 63-Ro, Yeongdeungpo-Gu, Seoul, 07345, Korea

         

        Notes C-1 and C-2 Holder

        Hanwha Debt Strategy Private Real Estate Fund 21-2



Notice Address:

        Hanwha Asset Management

        50F-52F Hanwha Financial Center

        #50, 63-Ro, Yeongdeungpo-Gu, Seoul, 07345, Korea

         

	Newport Corporate Center	         

        Notes A-2-A, A-2-B and A-2-C Holder 

        Midland Loan Services, a Division of PNC Bank, National
Association, for the holders of the BANK 2019-BNK18 Commercial Mortgage Pass Through Certificates, Series 2019-BNK18



Notice Address: 

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street

        Building 82, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Facsimile number: (888) 706-3565

         

        with a copy to:




 






    Exhibit S-11


     


    

 


	 	

         

        Stinson LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106

        Facsimile: (816) 412-9338

        Attention: Kenda K. Tomes

         

        Note A-1-A Holder

        Deutsche Bank AG, New York Branch



Notice Address: 

        Deutsche Bank AG, New York Branch

        60 Wall Street, 10th Floor

        New York, New York 10005

        Attention: Robert W. Pettinato, Jr.

        Facsimile No.: (212) 797-4489

        E-mail: Robert.Pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch

        60 Wall Street, 10th Floor

        New York, New York 10005

        Attention: General Counsel

        Facsimile No.: (646) 736-5721

         

        Notes B-1-A, B-1-B, B-2-A, B-2-B, C-1-A, C-1-B,
C-2-A, C-2-B and D-1 D-2 Holder

        Prima Capital Advisors LLC

        2 Overhill Road, Suite 215

        Scarsdale, NY 10583

        Attention: Nilesh Patel

         

Notice Address:

Prima Capital Advisors LLC

        2 Overhill Road, Suite 215

        Scarsdale, NY 10583

        Attention: Nilesh Patel

         

	Western Digital R&D Campus	         

        Note A-2 Holder

Citi Real Estate Funding Inc.



Notice Address: 

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile number: (646) 328-2943

        with an electronic copy emailed to: richard.simpson@citi.com

         

        with a copy to:




 






    Exhibit S-12


     


    

 


		

         

        Citi Real Estate Funding Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Orozco

        Fax number: (347) 394-0898

         

        and

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Facsimile number: (646) 862-8988

        with an electronic copy emailed to: ryan.m.oconnor@citi.com

         

	Lakeside Apartments	
         

        Note A-1 Holder

Wells Fargo Bank, National Association, for the holders of the GSMS 2019-GC39 Commercial Mortgage Pass Through Certificates, Series
2019-GC39



Notice Address:

c/o Midland Loan Services, a Division of PNC Bank, National Association, as master servicer

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001

        Attention: Lisa A. Rosen

        Email: LisaRosen@eversheds-sutherland.com

         

	Central Tower Office	         

        Note A-1 Holder 

        Midland Loan Services, a Division of PNC Bank, National
Association, for the holders of the BANK 2019-BNK18 Commercial Mortgage Pass Through Certificates, Series 2019-BNK18



Notice Address:

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street

        Building 82, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Facsimile number: (888) 706-3565

         

        with a copy to:




 






    Exhibit S-13


     


    

 


	 	

         

        Stinson LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106

        Facsimile: (816) 412-9338

        Attention: Kenda K. Tomes

        

         

	Greenleaf at Howell	
         

        Note A-1 

        JPMorgan Chase Bank, National Association

         

        Notice Address:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

         

        and

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: SPG Legal

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

         

	57 East 11th Street	         

        Note A-1 Holder

        Wells Fargo Bank, National Association, for the holders
of the GSMS 2019-GC39 Commercial Mortgage Pass Through Certificates, Series 2019-GC39



Notice Address:

c/o Midland Loan Services, a Division of PNC Bank, National Association, as master servicer 

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Eversheds Sutherland (US) LLP

        700 Sixth Street, NW, Suite 700

        Washington, DC 20001




 






    Exhibit S-14


     


    

 


	 	

        Attention: Lisa A. Rosen

        Email: LisaRosen@eversheds-sutherland.com

         

        Notes A-3 Holder

        Citi Real Estate Funding Inc.



Notice Address:

Citi Real Estate Funding Inc. 

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile number: (646) 328-2943

        with an electronic copy emailed to: richard.simpson@citi.com

         

        with a copy to:

         

        Citi Real Estate Funding Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Orozco

        Fax number: (347) 394-0898

         

        and

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Facsimile number: (646) 862-8988

        with an electronic copy emailed to: ryan.m.oconnor@citi.com

         

	Heartland Dental	         

        Notes A-1 and A-10 Holder

Midland Loan Services, a Division of PNC Bank, National Association, for the holders of the UBS 2018-C14 Commercial Mortgage Pass
Through Certificates, Series 2018-C14



Notice Address:

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head,

        Fax number: 1-888-706-3565

        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

        E-mail: kenda.tomes@stinson.com

         




 






    Exhibit S-15


     


    

 


	 	

        Notes A-2-I Holder

Wells Fargo Bank, National Association, for the holders of the WFCM 2019-C50 Commercial Mortgage Pass Through Certificates, Series
2019-C50



Notice Address:

        c/o Wells Fargo Bank, National Association, as master
servicer

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050 084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2019-C50 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

         

        Notes A-4, A-5 and A-6 Holder

Midland Loan Services, a Division of PNC Bank, National Association, for the holders of the UBS 2019-C15 Commercial Mortgage Pass
Through Certificates, Series 2018-C15



Notice Address:

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head,

        Fax number: 1-888-706-3565

        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

        E-mail: kenda.tomes@stinson.com

         

        Notes A-7 and A-8 Holder

Midland Loan Services, a Division of PNC Bank, National Association, for the holders of the UBS 2019-C16 Commercial Mortgage Pass
Through Certificates, Series 2019-C16



Notice Address:

        c/o Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer

        10851 Mastin Street, Suite 700


         




 






    Exhibit S-16


     


    

 


	 	        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head,

        Fax number: 1-888-706-3565

        with a copy to:

         

        Stinson LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        E-mail: kenda.tomes@stinson.com

         

        Notes A-2-II and A-9 Holder

UBS AG, New York Branch:



Notice Address:

        c/o UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York,

        New York, as master servicer

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Henry Chung

        Email: henry.chung@ubs.com

         

        with a copy to:

         

        UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York,

        New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Chad Eisenberger

        Email: chad.eisenberger@ubs.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

        

        






 






    Exhibit S-17


     


    

 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[Date]


[ILPT Hawaii Portfolio
MORTGAGE LOAN, 59 Maiden Lane MORTGAGE LOAN, 101 California MORTGAGE LOAN, SWVP Portfolio mortgage loan, Arbor Hotel Portfolio
MORTGAGE LOAN, Moffett Towers II - Building 5 MORTGAGE LOAN & Lakeside Apartments MORTGAGE LOAN:


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

10851 Mastin Street, Suite 700


Building 82, Suite 300

Overland Park, Kansas 66210

Charlotte, North Carolina 28202

Attention: [ILPT 2019-SURF] [GSMS 2019-GC39] [CALI 2019-101C] Asset Manager

Fax number: 1-888-706-3565


Email: NoticeAdmin@midlandls.com


 


with a copy to:


 


Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com]


 


[Newport Corporate
Center, Central Tower Office MORTGAGE LOAN & Heartland Dental MORTGAGE LOAN:


Wells Fargo Bank, National Association

Commercial Mortgage Servicing


Three Wells Fargo

MAC D1050-084, 401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: [BANK 2019-BNK18] [WFCM 2019-C50] Asset Manager

Telecopy Number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department


301 South College Street


Charlotte, North Carolina 28202-0166


 






    Exhibit T-1


     


    

 


Attention: Commercial Mortgage Servicing Legal Support


Facsimile number: (704) 383-0353


Reference: Benchmark 2019-B11


 


with a copy to:


 


K&L Gates LLP


Hearst Tower, 47th Floor


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Reference: Benchmark 2019-B11


Fax number: (704) 353-3190


Email: stacy.ackermann@klgates.com]


 


[3 Columbus Circle
MORTGAGE LOAN:


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Michael A. 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]


 


[INSERT ADDRESS OF THE
SWVP Portfolio NON-SERVICED MASTER SERVICER]


 


VIA FACSIMILE


 


		Re:	Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



 


Dear [__________]:


 


[Midland Loan Services,
a Division of PNC Bank, National Association] [Wells Fargo Bank, National Association][KeyBank, National Association], is the master
servicer (the “Non-Serviced Master Servicer”) for Whole Loan[s] secured by the [Mortgaged Propert[y][ies]][portfolio
of Mortgaged Properties] identified as [ILPT Hawaii Portfolio] [59 Maiden Lane] [101 California] [Arbor Hotel Portfolio] [SWVP
Portfolio] [Moffett Towers II - Building 5] [Lakeside Apartments] [Newport Corporate Center] [Central Tower Office] [Heartland
Dental] [3 Columbus Circle] (the “Subject Whole Loan[s]”) on the Mortgage Loan Schedule, as such term is defined
under the Pooling and Servicing Agreement, dated as of June


 



    Exhibit T-2


     


    

 


1, 2019 (the “2019-B11 Pooling and Servicing Agreement”)
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master servicer (the “2019-B11 Master Servicer”), Rialto Capital Advisors, LLC, as Special servicer,
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and as trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as
asset representations reviewer. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 


The Non-Serviced Master
Servicer shall remit to the 2019-B11 Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the 2019-B11 Master Servicer all reports, statements, documents, communications, and other information that
are to be forwarded, delivered or otherwise made available to, the holder of the Subject Whole Loan[s].


 


The Subject Whole Loan
[is][is not] a Significant Obligor (as such term is defined in the 2019-B11 Pooling and Servicing Agreement) under the 2019-B11
Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter.


 





	Date:	 	 


 








	 	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


   




    Exhibit T-3


     


    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


	To:	 	 
	 	S&P Global Ratings

55 Water Street, 41st Floor

New York, New York  10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com	Morningstar Credit Ratings, LLC

4 World Trade Center, 48th Floor

150 Greenwich Street

New York, New York 10007

Attention: CMBS Surveillance – Group Head

Email: cmbsratings@morningstar.com
		Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com	



 

	From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 






    Exhibit U-1


     


    

 





Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)       
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____ a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____ a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)        Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)         The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)        The defeasance was consummated on __________, 20__.


 


(iii)       The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)        The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






    Exhibit U-2


     


    

 


(vi)       The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)      The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)     The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied
to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral
to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the
Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)        The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)         The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in


 






    Exhibit U-3


     


    

 


the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)         Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
     Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)      
 Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4


     


    


 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[________________]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit U-5


     


    


 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: After the occurrence and
during the continuance of a Control Termination Event, this report will be delivered annually no later than 120 days after the
end of the calendar year, pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of June 1, 2019
(the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC,
as operating advisor and asset representations reviewer.

Transaction: Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 

Operating Advisor: Pentalpha Surveillance LLC 

Special Servicer as of December 31: Rialto Capital Advisors, LLC

Directing Certificateholder: RREF III Debt AIV, LP


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this
Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being
analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●]
of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status
Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	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 operational activities to service Specially Serviced Loans identified in this
report in accordance with the Servicing Standard. Based solely on such limited review of the items listed in this report, and subject
to the assumptions, limitations and qualifications set forth herein, the Operating Advisor [does, does


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular
year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 



    Exhibit V-1


     


    

 


not] believe there are material
violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement during the
prior calendar year on a “trust-level basis” with respect to the resolution and liquidation of Specially Serviced Loans.
[The Operating Advisor believes that the Special Servicer has failed to materially comply with the Servicing Standard as a result
of the following material deviations.]


 


		●	[LIST OF MATERIAL DEVIATIONS]



 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF
REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment
of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations
and net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[●] Specially Serviced Loans: [List applicable mortgage loans].



 


		2.	Consulted with the Special Servicer as provided under the Pooling
and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value
calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited
investigation and not be considered a full or limited audit, legal review or legal opinion. For instance, we did not review each
page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative
aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder
or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations
is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions
of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below.


 


		1)	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2)	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its
strategy plan for a limited number of issues related to the following 



 






    Exhibit V-2


     


    

 


			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.



 


		3)	Appraisal Reduction Amount calculations and non-discretionary portions of net present value calculations:



 


		a.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount calculations or net present value calculations
used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation
of a Specially Serviced Loan prior to the utilization by the Special Servicer.



 


		b.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		c.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		IV.	Assumptions, Qualifications and Disclaimers Related
to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating
Advisor (i) is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special
servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial and (ii) will not be required to provide or obtain a legal opinion, legal review or legal
conclusion.



 


		2.	In rendering our assessment herein, we have assumed that all executed
factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by
persons with legal capacity to execute such documents.



 


		3.	The
Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing
Certificateholder or borrower directly. As such, the Operating Advisor relied upon the information delivered to it by the Special
Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this
report.



 






    Exhibit V-3


     


    

 


			The services that we perform are not designed and cannot
be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The Special Servicer has the legal authority and responsibility to
service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein or the actions of the Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating
Advisor’s ability to outline the details or substance of any communication held between it and the Special Servicer regarding
any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing
Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to
by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing
basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions,
capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, the
Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors
directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator
through the certificate administrator’s website.



 


		8.	This report does not constitute recommendations to buy, sell or hold
any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when
performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship
with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary
relationship between the Operating Advisor and any Certificateholder, party or individual.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




    Exhibit V-4


     


    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells Fargo Bank, National Association


as Trustee


9062 Old Annapolis Road 


Columbia, Maryland 20145-1951


Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


Email: trustadministrationgroup@wellsfargo.com;


           cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust


Telecopy Number: (410) 715-2380


 


Rialto Capital Advisors, LLC


as Special Servicer


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral


Shah, Adam Singer


Facsimile Number: (305) 229-6425


Email: liat.heller@rialtocapital.com,


           jeff.krasnoff@rialtocapital.com,


           niral.shah@rialtocapital.com,


           adam.singer@rialtocapital.com


 


		Re:	Benchmark 2019-B11
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11, Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as


 



    Exhibit W-1


     


    

 


Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B11 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its
current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be removed as Special Servicer
and that [________] be appointed its successor in such capacity.


  





	 	Very
    truly yours,
	 	 
	 	[The
    Operating Advisor]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:


 




    Exhibit W-2


     


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


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


10851 Mastin Street


Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer


Facsimile Number: (305) 229-6425


	Email:	liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,  niral.shah@rialtocapital.com, adam.singer@rialtocapital.com



 


		Re:	Access to Certain Information Regarding Benchmark 2019-B11 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-B11 



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)/Rialto Capital Advisors, LLC (“Rialto”)] understands
that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Midland/Rialto] will provide the Company
with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related 


 



    Exhibit X-1


     


    

 


[_____] [__], 20[__]


Page 2


 


Mortgaged Properties and borrowers.
The Company acknowledges that the Confidential Information (a) includes or may be based upon information provided to
[Midland/Rialto] by third parties, (b) may not have been verified by [Midland/Rialto], and (c) may be incomplete or
contain inaccuracies. The Company agrees that [Midland/Rialto], the [“Master Servicer”/“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined
below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or
omissions in the Confidential Information, (y) any use of the Confidential Information, or
(z) [Midland/Rialto]’s failure or inability to provide the Confidential Information to the Company for any reason.
Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s
possession prior to its receipt from [Midland/Rialto]; (b) information that is obtained by Company from a third person
who, insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal
or fiduciary obligation to [Midland/Rialto]; (c) information that is or becomes publicly available through no fault of
Company; and (d) information that is independently developed by Company. The term “Representatives” with
respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Midland/Rialto]’s election): (i) responses to reasonable written inquiries received from the
Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/Rialto]’s surveillance group,
or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any successor
or replacement system (“System”). [Midland/Rialto]
may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Midland/Rialto] determines (in its sole discretion) that such termination is necessary
for any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Midland/Rialto] shall cease to provide the Company with Confidential
Information if [Midland/Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan documents and [Midland/Rialto] determines that the provision, notice or access to such Confidential Information
would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Midland/Rialto]’s remedies hereunder, at law or at equity,
are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of


 



    Exhibit X-2


     


    

 


[_____] [__], 20[__]


Page 3


 



 this letter agreement, may
constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company
shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company
may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or
is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such
ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland/Rialto] intends at all times to comply with the terms and provisions of the Pooling
and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland/Rialto]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3


     


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


  





	 	Very
    truly yours,
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	 	[RIALTO CAPITAL ADVISORS, LLC]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	CONFIRMED
    AND AGREED TO:	 
	 	 	 
	[COMPANY
    NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit X-4


     


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.          I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered
by this report on Form 10-K, of the Benchmark 2019-B11 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.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Custodian and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor;


 


(B) KeyBank National
Association, as Primary Servicer for the 3 Columbus Circle Mortgage Loan, LNR Partners, LLC, as Special Servicer for the 3 Columbus
Circle Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator,


 



    Exhibit Y-1


     


    

 


Custodian and Trustee for the 3 Columbus
Circle Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the 3 Columbus Circle Mortgage Loan;


 


(C) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the ILPT Hawaii Portfolio Mortgage Loan, Rialto Capital Advisors,
LLC, as Special Servicer for the ILPT Hawaii Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator,
Custodian and Trustee for the ILPT Hawaii Portfolio Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for
the ILPT Hawaii Portfolio Mortgage Loan;


 


(D) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the 59 Maiden Lane Mortgage Loan, KeyBank National Association,
as Special Servicer for the 59 Maiden Lane Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator,
Custodian and Trustee for the 59 Maiden Lane Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the 59
Maiden Lane Mortgage Loan;


 


(E) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the 101 California Mortgage Loan, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer for the 101 California Mortgage Loan, Wells Fargo Bank, National
Association, as Certificate Administrator, Custodian and Trustee for the 101 California Mortgage Loan, and Pentalpha Surveillance
LLC, as Operating Advisor for the 101 California Mortgage Loan;


 


(F) [PRIOR TO THE RELATED
SERVICING SHIFT SECURITIZATION DATE: Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for
the SWVP Portfolio Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for
the SWVP Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee for
the SWVP Portfolio Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the SWVP Portfolio Mortgage Loan;][AFTER
THE RELATED SERVICING SHIFT SECURITIZATION DATE: [__], as Primary Servicer for the Saint Louis Galleria Mortgage Loan, [__], as
Special Servicer for the Saint Louis Galleria Mortgage Loan, [__], as Trustee for the Saint Louis Galleria Mortgage Loan, [__],
as Certificate Administrator and Custodian for the Saint Louis Galleria Mortgage Loan, and [__], as Operating Advisor for the Saint
Louis Galleria Mortgage Loan.];


 


(G) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the Arbor Hotel Portfolio Mortgage Loan, KeyBank National
Association, as Special Servicer for the Arbor Hotel Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Certificate
Administrator, Custodian and Trustee for the Arbor Hotel Portfolio Mortgage Loan, and Park Bridge Lender Services LLC, as Operating
Advisor for the Arbor Hotel Portfolio Mortgage Loan;


 


(H) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the Moffett Towers II - Building 5 Mortgage Loan, KeyBank
National Association, as Special Servicer for the Moffett Towers II - Building 5 Mortgage Loan, Wells


 



    Exhibit Y-2


     


    

 


Fargo Bank, National Association,
as Certificate Administrator, Custodian and Trustee for the Moffett Towers II - Building 5 Mortgage Loan, and Park Bridge Lender
Services LLC, as Operating Advisor for the Moffett Towers II - Building 5 Mortgage Loan;


 


(I) Wells Fargo Bank,
National Association, as Primary Servicer for the Newport Corporate Center Mortgage Loan, Rialto Capital Advisors, LLC, as Special
Servicer for the Newport Corporate Center Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Newport Corporate
Center Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Newport Corporate
Center Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the Newport Corporate Center Mortgage Loan;


 


(J) Midland Loan Services,
a Division of PNC Bank, National Association, as Primary Servicer for the Lakeside Apartments Mortgage Loan, KeyBank National Association,
as Special Servicer for the Lakeside Apartments Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator,
Custodian and Trustee for the Lakeside Apartments Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for
the Lakeside Apartments Mortgage Loan;


 


(K) Wells Fargo Bank,
National Association, as Primary Servicer for the Central Tower Office Mortgage Loan, National Cooperative Bank, N.A., as NCB Servicer
for the Central Tower Office Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer for the Central Tower Office Mortgage
Loan, National Cooperative Bank, N.A., as NCB Special Servicer for the Central Tower Office Mortgage Loan, Wilmington Trust, National
Association, as Trustee for the Central Tower Office Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator
and Custodian for the Central Tower Office Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the Central
Tower Office Mortgage Loan; and


 


(L) Wells Fargo Bank,
National Association, as Primary Servicer for the Heartland Dental Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer
for the Heartland Dental Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Heartland Dental Mortgage Loan,
Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Heartland Dental Mortgage Loan, and
Park Bridge Lender Services LLC, as Operating Advisor for the Heartland Dental Mortgage Loan.


 






    Exhibit Y-3


     


    

 


	Date:	 	 



 





 



President and Chief Executive Officer

J.P. Morgan Chase Commercial Mortgage Securities Corp.

(Senior officer in charge of the securitization of the depositor)


 




    Exhibit Y-4


     


    

 


 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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 XI of the Pooling and


 






    Exhibit Z-1-1


     


    

 


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


 


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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:



  




    Exhibit Z-1-2


     


    


 


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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


 






    Exhibit Z-2-1


     


    

 


inclusion in the Reports for the period
covered by the Form 10-K is included in the Master Servicer Periodic Information;


 


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 XI 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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-2-2


     


    


 


EXHIBIT Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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


 






    Exhibit Z-3-1


     


    

 


Special
Servicer’s compliance statement required to be delivered under Article XI 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 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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-3-2


     


    


 


EXHIBIT Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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 XI of the Pooling and Servicing Agreement required for


 






    Exhibit Z-4-1


     


    

 


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


 


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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-4-2


     


    


 


EXHIBIT Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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


 






    Exhibit Z-5-1


     


    

 


order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-5-2


     


    


 


EXHIBIT Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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 XI of the Pooling and Servicing Agreement required for


 






    Exhibit Z-6-1


     


    


 


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


 


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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-6-2


     


    


 


EXHIBIT Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 





		Re:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11, issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. 


 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (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.


 






    Exhibit Z-7-1


     


    

 


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.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-7-2


     


    


 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, 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.


 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator

        

        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.	Certificate
        Administrator

        

        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

        Custodian (as applicable)

        

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	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.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        




 





 



 


1 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.


 






     Exhibit AA-1


     


    

 





	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

         Master
Servicer

Special Servicer

        

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the 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.	Certificate
    Administrator

    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 Reporting Servicer.	Certificate Administrator
 Operating Advisor (with respect to A and B)

                                                                                EU Reporting Administrator (with respect to A and B)

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the 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
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting 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



 






     Exhibit AA-2


     


    

 





	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 





	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the 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.


 




     Exhibit AA-3


     


    



 



EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of
the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the 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 notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this Benchmark 2019-B11 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Asset-Level Information

        

        ●    Item 1111(h)
        of Regulation AB

        

        ●    Item 1125
        of Regulation AB

        
	
        ●    Each
        Mortgage Loan Seller (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

        




 






     Exhibit BB-1


     


    

 


	Item on Form 10-D	Party Responsible



	
        Item 2: Legal Proceedings:

         

        ●    Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of
        proceedings described therein that are material to security holders)

         
	
        ●    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 (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

         

        ●    Party under Item 1100(d)(1) of Regulation AB

         


	Item 3:  Sale of Securities and Use of Proceeds

                                                                                 
	 

                                                                                ●    Depositor

	Item 4:  Defaults Upon Senior Securities

                                                                                 
	 

                                                                                ●    Certificate Administrator

	Item 5:  Submission of Matters to a Vote of Security Holders

                                                                                 
	 

                                                                                ●    Certificate Administrator

	Item 6: Significant Obligors of Pool Assets:

                                                                                 
	 

                                                                                ●    Master Servicer (excluding information for which the Special Servicer is the “Party 




 






     Exhibit BB-2


     


    

 





	Item on Form 10-D	Party Responsible





	
        

         



        ●    Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall
        apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year
        and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D that
        relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	

        

        

               Responsible”)

         

        ●    Special Servicer (as to REO Properties)

         


	
         

        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:

         



        

        

	 

                                                                                                                         ●    Depositor




 






     Exhibit BB-3


     


    

 


	Item on Form 10-D	Party Responsible



	●    Item 1114(b)(2) and Item 1115(b) of Regulation AB

                                                                                 
	 	 
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	

         

        ●    Certificate Administrator, Trustee, 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 Exhibit DD.

         

        ●    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 within the time period specified in Section 11.04 of this Agreement) and the Collection
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●    Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date
        and the preceding Distribution Date)

         

        ●    Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect
        to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

         

	 
	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	●    Depositor
	 



 






     Exhibit BB-4


     


    

 


	Item on Form 10-D	Party Responsible



	
         

        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
         

        ●    Certificate Administrator

         

        ●    Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this 

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         
	 
	
         

        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	 

                                                                                                                         ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	 
	
         

        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

        
	 

                                                                                                                         ●    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	 
	
         

        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit 

        
	●    Depositor
	 



 






     Exhibit BB-5


     


    

 


	Item on Form 10-D	Party Responsible



	No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.	 	 
	
         

        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	 

                                                                                                                                     ●    Certificate Administrator 
	 
	
         

        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 

                                                                                                                         ●    Not Applicable.
	 
	
         

        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	 

                                                                                                                         ●    Not Applicable.
	 
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	 

                                                                                ●    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.
	 



 



     Exhibit BB-6


     


    


 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 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 knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b)
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the 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
notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Benchmark 2019-B11 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-K	Party Responsible
	
         

        Item 1B: Unresolved Staff Comments

         
	 

                                                                                ●    Depositor

	
         

        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (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

        
	 

                                                                                                                         ●    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 Exhibit DD.  




 






     Exhibit CC-1


     


    

 


	Item on Form 10-K	Party Responsible



	(c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         



        ●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have
        been set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously
        reported such information as “Additional Form 10-D Information”.

         

	


         

        ●    The applicable Mortgage Loan Seller

         


	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         



        ●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the
        Prospectus and (ii) the applicable Master Servicer has not previously reported such information or updated versions thereof as
        “Additional Form 10-D Information”.

         

	 

                                                                                ●    The Depositor

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         



        ●    Item 1112(b) of Regulation AB; provided, however, that all of the following conditions
shall apply:
	


         

        ●    Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●    Special Servicer (as to REO Properties)

        





 






     Exhibit CC-2


     


    

 


	Item on Form 10-K	Party Responsible



	
         



        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	


         





	
         

        Instruction J(2)(c) (Significant Enhancement Provider Information):

         



        ●    Items 1114(b)(2) and 1115(b) of Regulation AB

         

	●    Depositor

	
         

        Instruction J(2)(d) (Legal Proceedings):

         



        ●    Item
1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of

         

	


         

        ●    Master Servicer (as to itself)

         

        ●    Special Servicer (as to itself)

         

        ●    Certificate Administrator (as to itself)

        





 






     Exhibit CC-3


     


    

 


	Item on Form 10-K	Party Responsible



	


              proceedings
        described therein that are material to security holders)

         

	


         

        

        ●    Trustee (as to itself)

         

        ●    Depositor (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

         

        ●    Party under Item 1100(d)(1) of Regulation AB

         





	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         



        ●    1119(b) of Regulation AB,

         



        but only the existence and (if existent) the  
	


         

        ●    Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
        Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●    Special Servicer

         

        ●    Certificate Administrator

         

        ●    Trustee

         

        ●    Asset Representations Reviewer

         

        ●    Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the
        assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties

        





 






     Exhibit CC-4


     


    

 


	Item on Form 10-K	Party Responsible



	
        

        general character of any business relationship, agreement,
arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than
would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2019-B11 transaction)
between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed
within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”.

         

        and

         



        ●    1119(c) of Regulation AB,

         



        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-B11 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need
        not be reported if it is not material to an investor’s understanding of the Certificates 

         
	       to this Agreement to the effect that such
        party no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●    Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an
“originator of 10% or more of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in
a written notice delivered to the parties to this Agreement, which notice is delivered not later than February 15 of the year
in which the Form 10-K is due.

         





        ●    Each party (if any) that is identified in the Prospectus as an “other material party to the securities
        or transaction” (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to
        the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●    Each party (if any) that that is specifically identified as an “other material party to the securities
        or transaction for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written
        notice delivered by the Depositor to the parties to this Agreement, which notice is delivered not later than February 15 of the
        year in which the Form 10-K is due.

         





 






     Exhibit CC-5


     


    

 


	Item on Form 10-K	Party Responsible



	and (C) need not be disclosed for
        purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.	 



	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         



        ●    1119(b) of Regulation AB,

         



        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2019-B11 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding  
	


         

        ●    The Depositor

         

        ●    Each Mortgage Loan Seller

         





 






     Exhibit CC-6


     


    

 


	Item on Form 10-K	Party Responsible






	 (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.
         

        and

         



        ●    1119(c) of Regulation AB,

         



        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-B11 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as
        “Additional Form 10-K Disclosure”.

         
	


         







	
         

        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	 

                                                                                                                                     ●    Depositor

	
         

        Item 15: Exhibits (no. 3):

        
	 

                                                                                ●    Depositor




 






     Exhibit CC-7


     


    

 


	Item on Form 10-K	Party Responsible



	Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)	 	 
	
         

        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	


         

        ●    Trustee

         

        ●    Certificate Administrator

         

        ●    Depositor

         



        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Agreement

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         
	 
	
         

        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	 

                                                                                                                         ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	 
	
         

        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable
	 
	
         

        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

        
	 

                                                                                                                         ●    Not Applicable.
	 



 






     Exhibit CC-8


     


    

 


	Item on Form 10-K	Party Responsible



	
         

        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	 

                                                                                ●    Not Applicable

	
         

        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable

	
         

        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

         
	 

                                                                                                                         ●    Depositor.

	
         

        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement and (b) the 

         
	 

                                                                                                                         ●    Depositor




 






     Exhibit CC-9


     


    

 


	Item on Form 10-K	Party Responsible



	consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 11.11 of this Agreement.	 
	
         

        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.11 of this Agreement.

         
	


         

        ●    Master Servicer

         

        ●    Special Servicer

         

        ●    Depositor

         

        ●    Any other Servicing Function Participant

         



        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

        

	
         

        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	 

                                                                                ●    Certificate Administrator

	
         

        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
        Item 601 of Regulation S-K).

        
	 

                                                                                ●    Not Applicable

	
         

        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.06 (and Section 11.05) of this Agreement.

	
         

        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

        
	 

                                                                                ●    Not Applicable.




 






     Exhibit CC-10


     


    

 


	Item on Form 10-K	Party Responsible



	
         

        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
        asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Agreement.
	 
	
         

        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Agreement.
	 
	
         

        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Agreement.
	 
	
         

        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Depositor.
	 
	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 

                                                                                ●    Not Applicable.
	 
	
         

        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	 

                                                                                ●    Not Applicable.
	 
	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and 	 

                                                                                ●    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).
	 



 






     Exhibit CC-11


     


    

 


	Item on Form 10-K	Party Responsible



	(c) such document was not previously reported as “Additional Form 8-K Disclosure”.	 
	 

                                                                                Item 15:  Exhibit (no. 101)
 
 Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	 

                                                                                ●    Not Applicable

	 

                                                                                Item 15:  Exhibit (no. 102)
 
 Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).
	


         

        ●    Certificate Administrator

         

        ●    Depositor

        


	 

                                                                                Item 15:  Exhibit (no. 103)
 
 Asset Related Document (Exhibit No. 103 of Item 601 of Regulation S-K).
	


         

        ●    Certificate Administrator

         

        ●    Depositor

        









 




     Exhibit CC-12


     


    


 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 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 knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, 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 notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form
8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer
or Special Servicer, as the case may be. For this Benchmark 2019-B11 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 	 
	
         

        Item 1.01: Entry into a Material Definitive Agreement

         
	


         

        ●    Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation
        S-K requires filing of material contracts to which the registrant or a subsidiary thereof is a party).

         

        ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged
that Instruction 3 to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement
that is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each
case to the extent of any amendment or definitive agreement

         

	 



 






     Exhibit DD-1


     


    

 


	Item on Form 8-K	Party Responsible 



	 	      that
    satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage
    Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which
    such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
    engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the
    Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.
	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.
	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	 

                                                                                ●    Depositor, to the extent of any material agreement not covered in the prior item
	 
	Item 1.03:  Bankruptcy or Receivership	 

                                                                                                                         ●    Depositor
	 



 






     Exhibit DD-2


     


    

 


	Item on Form 8-K	Party Responsible 



	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	


         

        ●    Depositor

         

        ●    Certificate Administrator

        


	Item 3.03:  Material Modification to Rights of Security Holders	 

                                                                                ●    Certificate Administrator

	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	 

                                                                                ●    Depositor

	Item 6.01:  ABS Informational and Computational Material	 

                                                                                ●    Depositor

	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	


         

        ●    Trustee

         

        ●    Depositor

        


	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	


         

        ●    Certificate
Administrator

         

        ●    Master Servicer or
Special Servicer, as the case may be (in each case, as to itself)

        


	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	


         

        ●    Master Servicer

         

        ●    Special Servicer

         

        ●    Certificate Administrator

         

        ●    Depositor

        


	Item 6.03:  Change in Credit Enhancement or External Support	


         

        ●    Depositor

         

        ●    Certificate Administrator

        


	Item 6.04:  Failure to Make a Required Distribution	 

                                                                                ●    Certificate Administrator

	Item 6.05:  Securities Act Updating Disclosure	 

                                                                                ●    Depositor

	Item 7.01:  Regulation FD Disclosure	 

                                                                                ●    Depositor




 






     Exhibit DD-3


     


    

 


	Item on Form 8-K	Party Responsible 



	Item 8.01:  Other Events	 

                                                                                ●    Depositor
	 
	
         

        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

        
	 

                                                                                ●    Not applicable
	 
	
         

        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Depositor
	 
	
         

        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Depositor
	 
	
         

        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

        
	


         

        ●    Certificate Administrator

         



        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Agreement

        
	 
	
         

        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable
	 
	
         

        Item 9.01(d): Exhibits (no. 14):

        

        

        
	 

                                                                                ●    Not Applicable
	 



 






     Exhibit DD-4


     


    

 


	Item on Form 8-K	Party Responsible 



	Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)	 
	
         

        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item
        601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No.
        20 of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	 

                                                                                ●    Depositor

	
         

        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	 

                                                                                ●    Certificate Administrator

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 

                                                                                ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 100)

        

        

        
	 

                                                                                ●    Not Applicable.




 






     Exhibit DD-5


     


    

 


	Item on Form 8-K	Party Responsible 



	XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).	 



 



     Exhibit DD-6


     


    

 

EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2019-B11 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11—SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and 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:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].





	 	 	 
	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:





 


cc: Depositor


 




    Exhibit EE-1


     


    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


	Property Name	Subservicer Name
	Infinity Park Apartments	Bellwether Enterprise Real Estate Capital, LLC
	Clinton West	Bellwether Enterprise Real Estate Capital, LLC
	IRG Moraine Industrial	Bellwether Enterprise Real Estate Capital, LLC
	Sunridge Apartments	Bellwether Enterprise Real Estate Capital, LLC
	Birch Landing Apartments	CBRE Loan Services, Inc.
	Weston I & II	Holliday Fenoglio Fowler, L.P.



 




    Exhibit FF-1


     


    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




    Exhibit GG-1


     


    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Benchmark 2019-B11 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates

Series 2019-B11 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [Rialto Capital
Advisors, LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National
Association, as Trustee] (the “Certifying Servicer”), certify to J.P. Morgan Chase Commercial Mortgage Securities
Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 




 


[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION, as Master servicer]

[RIALTO CAPITAL ADVISORS, LLC, as Special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 






    Exhibit HH-1


     


    

 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




    Exhibit HH-2


     


    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for
assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and
for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


1 Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required to
be issued), if applicable.


 






    Exhibit II-1


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]





	 	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 




    Exhibit II-2


     


    

 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to: 


Commercial Real Estate Finance Council, Inc. 


900 7th Street, NW, Suite 820 


Washington, DC 20001 


Attn: President


 


or by wire transfer to:


 


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


Bank Name: Chase 


Bank Address: 80 Broadway, New York, NY 10005 


Routing Number: 021000021 


Account Number: 213597397


 




    Exhibit JJ-1


     


    

 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: Benchmark 2019-B11, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(e) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	Benchmark
    2019-B11	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark
    2019-B11	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark
    2019-B11	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 





 




    Exhibit KK-1


     


    

 


EXHIBIT LL


 


[Reserved.]


 




    Exhibit LL-1


     


    

 


EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) Benchmark 2019-B11—SEC
REPORT PROCESSING 


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
11.04 of the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and 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	 	 


 






    Exhibit MM-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: Depositor


 




    Exhibit MM-2


     


    

 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

      as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


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

       as Master Servicer

10851 Mastin Street 


Building 82, Suite 300 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head 


Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer 


Facsimile Number: (305) 229-6425 


		Email:	liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com



 


Pentalpha Surveillance LLC 


as Operating Advisor

Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B11—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B11 in the subject line)


 






    Exhibit NN-1


     


    

 


		Re:	Benchmark 2019-B11 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-B11 (the “Certificates”) issued pursuant to the Pooling and Servicing
Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 





This letter is delivered to you, pursuant
to Section 3.23 of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 



		1.	Our
                                         name and address is as follows:






	 	 	 
	 	 	 
	 	 	 


 



Contact Info: [Tel/Email]


 



		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that
                                         we are not affiliated with the Transferor. To the extent that any Control Termination
                                         Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 




“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 






    Exhibit NN-2


     


    

 





	 	 	 
	 	Very
truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 




    Exhibit NN-3


     


    








 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2019-B11 Mortgage Trust



 


Ladies and
Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 1, 2019 (the
“Pooling and Servicing Agreement”), the undersigned Asset Representations Reviewer (“ARR”)
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR 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 ARR, 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 above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC,

as Asset Representations Reviewer
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:





 


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.



 




    Exhibit OO-1


     


    

 


Exhibit A


 


Detailed Scorecard [Template Example Below]


 





	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 


 




    Exhibit OO-2


     


    

 


EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2019-B11 Mortgage Trust



 


Ladies and
Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 1, 2019 (the
“Pooling and Servicing Agreement”), the undersigned Asset Representations Reviewer (“ARR”)
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR 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 ARR, 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 above-captioned Pooling and Servicing Agreement.



 





	 	PENTALPHA SURVEILLANCE LLC,

as Asset Representations Reviewer
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 








 



 


1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 







    Exhibit PP-1


     


    

 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b





 




    Exhibit PP-2


     


    

 





EXHIBIT
QQ-A


 


JPMCB
ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the mortgage loan purchase agreement where JPMCB
is the Seller (the “JPMCB Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with
the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account
any exceptions to such representation and warranty described in the JPMCB Mortgage Loan Purchase Agreement with respect to a Mortgage
Loan, and a Test pass shall be deemed to have occurred with respect to



 






     Exhibit QQ-A-1


     


    

 


such
Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the
                                         Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a
                                         determination by the Asset Representations Reviewer that the documentation included in
                                         the Review Materials (after making such request for any missing documents in the manner
                                         provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         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.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 






     Exhibit QQ-A-2


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	1.    Complete
    Servicing File. All documents comprising the Servicing File will be or have been delivered to the Master Servicer with
    respect to each JPMCB Mortgage Loan by the deadlines set forth in the PSA and/or MLPA.	1	Review
    the Servicing File to determine if it includes a signed custodian certification that does not contain any exceptions reported.
    If so determined, it will be a Test pass.	Servicing
    File; Custodian certification
	2.    Whole
    Loan; Ownership of Mortgage Loans. Except with respect to each JPMCB Mortgage Loan that is part of a Whole Loan, each
    JPMCB Mortgage Loan is a whole loan and not an interest in a JPMCB Mortgage Loan. Each JPMCB Mortgage Loan that is part of
    a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan. Immediately
    prior to the sale, transfer and assignment to depositor, no Mortgage Note or Mortgage was subject to any assignment (other
    than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced
    Trustee), participation (other than with respect to Serviced JPMCB Mortgage Loans) or pledge, and the Mortgage Loan Seller
    had good and marketable title to, and was the sole owner of, each JPMCB Mortgage Loan free and clear of any and all liens,
    charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a
    Whole Loan) (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in
    the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment
    agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller), any other ownership interests
    and other interests on, in or to such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance
    successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain servicing
    rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller). The
    Mortgage Loan Seller has full right and authority to sell, assign and transfer each JPMCB Mortgage Loan, and the assignment
    to depositor constitutes a legal, valid and binding assignment of such JPMCB Mortgage Loan free and clear of any and all liens,
    pledges, charges or security interests of any nature encumbering such JPMCB Mortgage Loan (subject to certain agreements regarding
    servicing	2a	Except
    with regard to each JPMCB Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note
    and Mortgage to determine if they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same, then
    such JPMCB Mortgage Loan would be considered a whole loan. If there is more than one property then the Mortgage for each property
    would be need to be aggregated. If so determined, it will be a Test pass.	Mortgage
    Note; Mortgage; Mortgage Loan Schedule
	2b	If
    the JPMCB Mortgage Loan is a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, review the Mortgage(s), Mortgage Note,
    loan agreement related to the JPMCB Mortgage Loan (“Loan Agreement”), JPMCB Mortgage Loan guaranty, Assignment
    of Leases, and Environmental Indemnification Agreement (collectively, the “Mortgage Loan Documents”) or
    intercreditor agreement to determine if it is a senior portion (or a pari passu portion of a senior portion) of a whole Mortgage
    Loan. If so determined, it will be a Test pass.	JPMCB
    Mortgage Loan Documents; Intercreditor agreement
	2c	Review
    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 (collectively, the “MS Servicer Notices”) for a notation or other indication
    of any claim or assertion regarding the Mortgage Loan Seller not having good and marketable title to, or not being the sole
    owner of, the JPMCB Mortgage Loan, free and clear of any and all liens, charges, pledges, encumbrances, participations (other
    than with respect to agreements among Mortgage Noteholders with respect to a Whole Loan), any other ownership interests and
    other interests on, in or to such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance
    successor borrower rights as provided in the PSA,	MS
    Servicer Notices



 

     Exhibit QQ-A-3


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	and/or
    defeasance successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain
    servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller).		subservicing
    agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between
    the Master Servicer and the Mortgage Loan Seller). If such a notation or other indication is not found, it will be a Test
    pass.	
	2d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller not
    having the full right and authority to sell, assign and transfer the JPMCB Mortgage Loan. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	2e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the assignment to the Depositor
    not constituting a legal, valid and binding assignment of such JPMCB Mortgage Loan as described in the last sentence of representation
    and warranty 2. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	3.    Loan
    Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
    agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such JPMCB Mortgage
    Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by
    (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement
    of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered
    in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without
    limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may
    be further limited or rendered unenforceable by applicable law) (clauses (i) and (ii) collectively, the “Insolvency
    Qualifications”).	3a	Review
    the opinion of Borrower’s counsel (“Borrower’s Counsel Opinion”) to determine if it contains
    language indicating that the related Mortgage Note, Mortgage, assignment of leases (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Borrower, guarantor or other obligor in connection with such Mortgage
    Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    3. If so determined, it will be a Test pass.	Borrower’s
    Counsel Opinion
	3b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding rights of offset, defenses,
    counterclaims or rights of rescission available to the related Borrower with respect to any of the	MS
    Servicer Notices



 

     Exhibit QQ-A-4


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Except
    as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
    available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents,
    including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage
    Loan Seller in connection with the origination of the JPMCB Mortgage Loan, that would deny the mortgagee the principal benefits
    intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.		related
    Mortgage Notes, Mortgages or other Mortgage Loan Documents, except with respect to any Insolvency Qualifications. If such
    a notation or other indication is not found, it will be a Test pass.	
	4.    Mortgage
    Provisions. The Mortgage Loan documents for each JPMCB Mortgage Loan contain provisions that render the rights and remedies
    of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the
    security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject
    to the limitations set forth in the Insolvency Qualifications.	4	Review
    the Mortgage Loan Documents and Borrower’s Counsel Opinion to determine if the Mortgage Loan Documents contain provisions
    that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property
    of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
    nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications. If so determined, it will be
    a Test pass.	Mortgage
    Loan Documents; Borrower’s Counsel Opinion
	5.    Hospitality
    Provisions. The Mortgage Loan documents for each JPMCB Mortgage Loan that is secured by a hospitality property operated
    pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor
    of such property enforceable by the Issuing Entity against such franchisor, either directly or as an assignee of the originator.
    The Mortgage or related security agreement for each JPMCB Mortgage Loan secured by a hospitality property creates a security
    interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
    the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement
    signed by the Borrower and franchisor that is enforceable by the Issuing Entity against such franchisor, either directly or
    as an assignee of the originator. If so determined with respect to each part of the Test, it will be a Test pass.	Appraisal;
    franchise agreement; Comfort letter or similar agreement signed by or from such franchisor
	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for
    each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such
    property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence
    of filing of any related UCC financing	UCC
    filing; Appraisal; Mortgage File



 

     Exhibit QQ-A-5


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			statements,
    related amendments and continuation statements. If so determined with respect to each part of this Test, it will be a Test
    pass.	
	6.    Mortgage
    Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage
    File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note,
    Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied,
    canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released
    from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided
    by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither Mortgagor nor guarantor has been released
    from its obligations under the JPMCB Mortgage Loan. The material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty,
    and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or
    rescinded in any respect since May 8, 2019.	6a	Review
    the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms of such documents have been waived,
    impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written instruments
    set forth in the related Mortgage File. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	6b	Review
    the MS Servicer Notices and Mortgage Loan Documents to determine if a related mortgaged property, or any portion thereof,
    has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended
    to be provided by such Mortgage or the use or operation of such Mortgaged Property. If not so determined, it will be a Test
    pass.	MS
    Servicer Notices; Mortgage Loan Documents
	6c	Review
    the MS Servicer Notices for a notation or other indication that either the Borrower or Guarantor has been released from its
    obligations under any JPMCB Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	6d	Review
    the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms of such documents have been waived,
    impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect since May 8, 2019. If not so determined,
    it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	7.    Lien;
    Valid Assignment. Subject to the Insolvency Qualifications, each endorsement and assignment of Mortgage and assignment
    of Assignment of Leases (if a separate instrument from the Mortgage) to the Issuing Entity (or, with respect to any Non-Serviced
    JPMCB Mortgage Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding endorsement or assignment
    to the Issuing Entity (or, with respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced Trustee). Each
    related Mortgage and	7a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement and assignment
    of Mortgage and Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage
    Loan Seller, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test
    pass.	MS
    Servicer Notices
	7b	Review
    the Mortgage for each property and the Assignment	Mortgage;
    Assignment of



 

     Exhibit QQ-A-6


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Assignment
of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable
first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged
Property in the principal amount of such JPMCB Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances
(as defined below)), except as the enforcement thereof may be limited by the Insolvency Qualifications. Such Mortgaged Property
(subject to Permitted Encumbrances) as of origination was, and as of the Cut-off Date to the Mortgage Loan Seller’s knowledge,
is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances,
and to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants, no rights exist which under law could
give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those
which are insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage
or equivalent document related to and delivered in connection with the JPMCB Mortgage Loan establishes and creates a valid and
enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by
Insolvency Qualifications subject to the limitations described in representation and warranty 11 below. Notwithstanding anything
herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property
to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements
is required in order to effect such perfection.

                                                                                                                                     

                                                                                                                                    The assignment of the JPMCB Mortgage Loans to the Depositor validly and effectively
transfers and conveys all legal and beneficial ownership of the JPMCB Mortgage Loans to the Depositor free and clear of any pledge,
lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the PSA, subservicing
agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between
the Master Servicer and the Mortgage Loan Seller).
		of
    Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable
    without the consent of the related Borrower. If no such provision is found, it will be a Test pass.	Leases
	7c	Review
    the title policy (as defined in representation and warranty 8, the “Title Policy”) to determine if the
    Mortgage is a first lien on the Borrower’s interest in the Mortgaged Property. Compare the amount of the Title Policy
    to the principal amount of the JPMCB Mortgage Loan or allocated loan amount to determine they are equivalent. If each such
    determination is made, it will be a Test pass.	Title
    Policy
	7d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances. If so determined, it will be a Test pass.	Title
    Policy
	7e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage
    Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances. If such a notation or other indication is not found, it will be
    a Test pass.	MS
    Servicer Notices
	7f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
    there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
    with the lien of the related Mortgage, except those which are insured against by a lender’s title insurance policy.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7g	Review
    the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered
    in connection with the JPMCB Mortgage Loan establishes and creates a valid and enforceable lien on property described therein
    subject to Permitted	Title
    Policy



 

     Exhibit QQ-A-7


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			Encumbrances,
    except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in representation
    and warranty 11 below. The foregoing excludes the perfection of any security interest in rents or other personal property
    to the extent that possession or control of such items or actions other than the filing of a UCC financing statements is required
    in order to effect such perfection. If so determined, it will be a Test pass.	
	7h	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
    have good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7i	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller was not
    the sole owner of any JPMCB Mortgage Loan, or that the JPMCB Mortgage Loan was not free and clear of any pledge, lien, encumbrance
    or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7j	Review
    the MS Servicer Notices for a notation or other indication of claim or assertion that the assignment did not validly and effectively
    transfer and convey all legal and beneficial ownership of any JPMCB Mortgage Loans to the Depositor free and clear of any
    pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	8.    Permitted
    Liens; Title Insurance. Each Mortgaged Property securing a JPMCB Mortgage Loan is covered by an American Land Title Association
    loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
    (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked
    up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal
    amount of such JPMCB Mortgage	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review to determine if the amount of
    the policy covers the amount of the JPMCB Mortgage Loan, or for multiple properties, an amount equal to the allocated loan
    amount after all advances of principal. If so determined with respect to each part of this Test, it will	Title
    Policy; Mortgage Loan Documents



 

     Exhibit QQ-A-8


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    (or with respect to a JPMCB Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount
    with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow
    or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien
    of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and
    assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters
    of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set
    forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as
    tenants only) under leases (including subleases) pertaining to the related Mortgaged Property which the Mortgage Loan documents
    do not require to be subordinated to the lien of such Mortgage; and (f) if the related JPMCB Mortgage Loan constitutes a cross-collateralized
    JPMCB Mortgage Loan, the lien of the Mortgage for another JPMCB Mortgage Loan contained in the same cross-collateralized group,
    provided that none of which items (a) through (f), individually or in the aggregate, materially interferes with the
    value, current use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage or with
    the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related JPMCB Mortgage
    Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).
    Except as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are mortgage liens that
    are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be
    issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims
    have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller,
    nor to the Mortgage Loan Seller’s knowledge, any other holder of the JPMCB Mortgage Loan, has done, by act or omission,
    anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or
    affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not
    available in which case such exclusion		be
    a Test pass.	
	8b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage is subject only to Permitted Encumbrances. If so
    determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If
    not so determined, it will be a Test pass.	Title
    Policy
	8d	Review
    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect,
    that all premiums thereon have not been paid or that claims have been made by any Mortgage Loan Seller. If no such notation
    or other indication is found, it will be a Test pass.	Title
    Policy; MS Servicer Notices
	8e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the JPMCB
    Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such
    a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If so determined,
    it will be a Test pass.	Title
    Policy
	8g	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case	Title
    Policy



 

     Exhibit QQ-A-9


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	may
    exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage,
    and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.		such
    exclusion may exist), to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are
    contiguous. If so determined, it will be a Test pass.	
	9.    Junior
    Liens. It being understood that B notes secured by the same Mortgage as a JPMCB Mortgage Loan are not subordinate mortgages
    or junior liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged Property. The Mortgage
    Loan Seller has no knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership
    interests in the Mortgagor.	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the Mortgaged Property. If not
    so determined, it will be a Test pass.	Title
    Policy
	9b	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt
    related to the Mortgaged Property and secured directly by the ownership interests in the Borrower. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	10.  Assignment
    of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument
    or incorporated into the related Mortgage). Each related Assignment of Leases creates a valid first-priority collateral assignment
    of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject
    only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor
    under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof
    may be limited by the Insolvency Qualifications; no person other than the related Mortgagor owns any interest in any payments
    due under such lease or leases that is superior to or of equal priority with the lender’s interest therein. The related
    Mortgage or related Assignment of Leases, subject to applicable law, provides for, upon an event of default under the JPMCB
    Mortgage Loan, a receiver to be appointed for the collection of rents or for the related mortgagee to enter into possession
    to collect the rents or for rents to be paid directly to the mortgagee.	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Mortgage; Assignment of Leases
	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and
    to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased
    property, except as the enforcement thereof may be limited by the Insolvency Qualifications; and to determine that no person
    other than the related Borrower owns any interest in any payments due under such lease or leases that is superior to or of
    equal priority with the lender’s interest therein. If so determined with respect to each part of this Test, it will
    be a Test pass.	Title
    Policy
	10c	Review
    the Title Policy to determine if any person other than the Borrower owns any interest in any payments due under	Title
    Policy



 

     Exhibit QQ-A-10


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			such
    lease or leases that is superior to or of equal priority with the lender’s interest therein. If not so determined, it
    will be a Test pass.	
	10d	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the Mortgage,
    or related Assignment of Leases, provides that upon an event of default under the JPMCB Mortgage Loan, a receiver is to be
    appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents
    to be paid directly to the mortgagee. If so determined, it will be a Test pass.	Mortgage;
    Assignment of Leases
	11.  Financing
    Statements. Each JPMCB Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1
    financing statement has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places
    necessary to perfect a valid security interest in, the personal property (the creation and perfection of which is governed
    by the UCC) owned by the Mortgagor and necessary to operate any Mortgaged Property in its current use other than (1) non-material
    personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased
    equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related
    Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form
    for filing in the filing office in which such financing statement was filed.	11a	Review
    the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	11b	Review
    the MS Servicer Notices for notation or other indication that the UCC-1 and UCC-3 statements were not in suitable form for
    filing. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	12.  Condition
    of Property. The Mortgage Loan Seller or the originator of the JPMCB Mortgage Loan inspected or caused to be inspected
    each related Mortgaged Property within four months of origination of the JPMCB Mortgage Loan and within twelve months of the
    Cut-off Date. 

    

    An engineering report or property condition assessment was prepared in connection with the origination of each JPMCB Mortgage
    Loan no more than twelve months prior to the Cut-off Date, which indicates that, except as set forth in such engineering report
    or with respect to which repairs were required to be reserved for or made, all building	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within four months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than 12
    months prior to the Cut-off Date. Review the engineering report to confirm that all building systems for the improvements
    of each Mortgaged Property being in	Engineering
    report; Property condition assessment



 

     Exhibit QQ-A-11


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	systems
    for the improvements of each related Mortgaged Property are in good working order, and further indicates that each related
    Mortgaged Property (a) is free of any material damage, (b) is in good repair and condition, and (c) is free of structural
    defects, except to the extent (i) any damage or deficiencies that would not materially and adversely affect the use, operation
    or value of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs with respect to such
    damage or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have
    been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller
    with respect to similar loans it originates for securitization have been established, which escrows will in all events be
    in an aggregate amount not less than the estimated cost of such repairs. The Mortgage Loan Seller has no knowledge of any
    material issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a
    material adverse effect on the use, operation or value of the Mortgaged Property other than those disclosed in the engineering
    report and those addressed in sub-clauses (i), (ii) and (iii) of the preceding sentence.		good
    working order, and free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	
	12c	Review
    the engineering report or property condition assessment in the Mortgage File dated no more than 12 months prior to the Cut-off
    Date to determine if it provides that each related Mortgaged Property is free of structural defects, except to the extent:
    (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value of the Mortgaged
    Property or the security intended to be provided by such Mortgage or repairs with respect to such damage or deficiencies estimated
    to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows
    in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller with respect to similar loans it
    originates for securitization have been established, which escrows will in all events be in an aggregate amount not less than
    the estimated cost of such repairs. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12d	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of material issues
    with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
    effect on the use, operation or value of the Mortgaged Property other than those disclosed in the most recently dated engineering
    report and those addressed in sub-clauses (i), (ii) and (iii) of representation and warranty 12. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	13.  Taxes
    and Assessments. As of the date of origination and as of the Closing Date, all taxes and governmental assessments and
    other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged
    Property (excluding any related personal property) securing a JPMCB Mortgage Loan that is or if left unpaid could become a
    lien on the related Mortgaged Property that would be of equal or superior	13a	Review
    the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding
    governmental charges due with respect to the Mortgaged Property securing a JPMCB Mortgage Loan (including, without limitation,
    water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) as of the Closing
    Date have been	MS
    Servicer Notices



 

     Exhibit QQ-A-12


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	priority
    to the lien of the Mortgage and that became due and delinquent and owing prior to the Cut-off Date with respect to each related
    Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise
    in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or
    charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty,
    real property taxes, governmental assessments and other outstanding governmental charges shall not be considered delinquent
    until the date on which interest and/or penalties would be payable thereon.		paid,
    and if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges
    were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest
    and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	
	13b	Review
    the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding
    governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property
    (excluding any related personal property) were current as of the Closing Date. If such a notation or other indication is found,
    it will be a Test pass.	MS
    Servicer Notices
	14.  Condemnation.
    As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing Date, there is no proceeding
    pending or threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse
    effect on the use or operation of the Mortgaged Property.	14	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
    condemnation of such Mortgaged Property as of the origination date, or for a notation or other indication that the Mortgage
    Loan Seller had knowledge as of the Closing Date of any such proceeding. If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	15.  Actions
Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing
Date, there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving
any Mortgagor, guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely
affect (a) title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability
to perform under the related JPMCB Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e)
the use, operation or value of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the
Mortgage Loan documents, (g) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such
JPMCB Mortgage Loan, or (h) the current principal use of the Mortgaged Property.	15a	Review
    the Mortgage Loan Documents, the Borrower’s Counsel Opinion and the MS Servicer Notices for an indication of pending,
    filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor,
    or Mortgaged Property that existed on the origination date, and review the Diligence File and the MS Servicer Notices to determine
    if the Mortgage Loan Seller’s had knowledge of same as of the Closing Date. If such an indication is not found with
    respect to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents; Borrower’s Counsel Opinion; MS Servicer Notices; Diligence File
	15b	Based
    on the MS Servicer Notices, determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding,
    arbitration or governmental investigation involving any Borrower, guarantor, or Mortgaged Property would adversely affect
    the matters set forth in clauses (a)-(h)	MS
    Servicer Notices



 

     Exhibit QQ-A-13


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			of
    representation and warranty 15. If any such adverse outcome would not adversely affect the matters set forth in clauses (a)-(h)
    of representation and warranty 15, it will be a Test pass.	
	16.  Escrow
    Deposits. All escrow deposits and payments required pursuant to each JPMCB Mortgage Loan (including capital improvements
    and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer,
    and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows
    and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the
    Mortgage Loan Seller to depositor or its servicer (or, with respect to any Non-Serviced JPMCB Mortgage Loan, to the related
    Non-Serviced Depositor or Non-Serviced Master Servicer) and identified as such with appropriate detail. Any and all requirements
    under the JPMCB Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed
    for such purpose, which requirements were to have been complied with on or before Closing Date, have been complied with in
    all material respects or the funds so escrowed have not been released unless such release was consistent with proper and prudent
    commercial mortgage servicing practices or such released funds were otherwise used for their intended purpose. No other escrow
    amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.	16a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required pursuant to the JPMCB
    Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will
    be a Test pass.	MS
    Servicer Notices
	16b	Review
    the Servicing File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the JPMCB Mortgage
    Loan have been conveyed to the depositor or its servicer (or, with respect to any Non-Serviced JPMCB Mortgage Loan, to the
    related Non-Serviced Depositor or Non-Serviced Master Servicer). If so determined, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	16c	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that the requirements under the JPMCB Mortgage
    Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose on or before
    the Closing Date have not been complied with in all material respects. If such a notation or other indication is not found,
    it will be a Test pass.	Servicing
    File; MS Servicer Notices
	16d	Review
    the Servicing File and the MS Servicer Notices to determine if an escrow release has been made that was not in accordance
    with the terms of the Mortgage Loan Documents. If not so determined, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	17.  No
    Holdbacks. The principal amount of the JPMCB Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the JPMCB Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the
    satisfaction of certain conditions relating to leasing, repairs, occupancy,	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the JPMCB Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there	Mortgage
    Loan



 

     Exhibit QQ-A-14


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	performance
    or other matters with respect to the related Mortgaged Property).		is
    no requirement for future advances by the lender. If so determined, it will be a Test pass.	Documents
	18.  Insurance.
    Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan documents and having a claims-paying or financial strength rating of at least “A- :VIII” (for a JPMCB Mortgage
    Loan with a principal balance below $35 million) and “A:VIII” (for a JPMCB Mortgage Loan with a principal balance
    of $35 million or more) from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service,
    Inc. or “A-” from S&P Global Ratings (collectively the “Insurance Rating Requirements”),
    in an amount not less than the lesser of (1) the original principal balance of the JPMCB Mortgage Loan and (2) the full insurable
    value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor
    and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the
    amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with
    respect to the related Mortgaged Property.

    

    Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents,
    by business interruption or rental loss insurance which (i) covers a period beginning on the date of loss and continuing until
    the earlier to occur of restoration of the Mortgaged Property or the expiration of 12 months (or with respect to each JPMCB
    Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal
    balance of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual
    loss sustained (or in certain cases, an amount sufficient to cover the period set forth in (i) above) during restoration.

    

    If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
    in the	18a	Review
    the insurance consultant report to determine if it shows that the Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents
    and the Insurance Rating Requirements, in an amount not less than the lesser of (1) the original principal balance of any
    JPMCB Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
    fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
    but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation
    of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	Insurance
    Consultant Report
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	18c	Review
    the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance that (i) covers a period
    beginning on the date of loss and continuing until the earlier to occur of restoration of the Mortgaged Property or the expiration
    of 12 months (or with respect to a JPMCB Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for
    a JPMCB Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended period of indemnity”;
    and (iii) covers the actual loss sustained (or in certain cases, an amount sufficient to cover the period set forth in clause
    (i) above) during restoration. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	18d	Review
    the Mortgage Loan Documents to determine if any	Mortgage
    Loan



 

     Exhibit QQ-A-15


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Federal
    Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to
    maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess
    flood coverage in an amount as-is generally required by the Mortgage Loan Seller originating mortgage loans for securitization.

    

    If windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage
    insurance policy, the Mortgaged Property is insured by a separate windstorm insurance policy issued by an insurer meeting
    the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named
    storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the Improvements and
    personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance
    Rating Requirements.

    

    The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial
    general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage
    for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
    required by the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per
    occurrence and $2 million in the aggregate. 

    

    An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
    zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
    the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance,
    the PML or equivalent was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
    If the resulting report concluded that the PML or equivalent would exceed 20% of the amount of the replacement costs of the
    improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least		material
    part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal
    Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is required to maintain
    insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage
    in an amount as is generally required by the Mortgage Loan Seller originating Mortgage Loans for securitization. If so determined,
    it will be a Test pass.	Documents
	18e	Review
    the insurance consultant report to determine if windstorm and/or windstorm related perils and/or “named storms”
    are excluded from coverage. If so, review Diligence File to determine if the property is covered by a windstorm insurance
    policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from
    the primary property damage insurance policy, which policy is issued by an insurer meeting the Insurance Rating Requirements
    or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal
    to 100% of the full insurable value on a replacement cost basis of the Improvements and personalty and fixtures owned by the
    mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined
    with respect to each part of this Test, it will be a Test pass.	Insurance
    Consultant Report; Diligence File
	18f	Review
    the insurance consultant report dated before the Cut-off Date to determine if it covers the property and is issued by an
    insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and
    personal injury (including bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller for loans
    originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If
    so determined, it will be a Test pass.	Insurance
    Consultant Report



 

     Exhibit QQ-A-16


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	“A:VIII”
    by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
    by S&P Global Ratings in an amount not less than 100% of the PML or the equivalent.

    

    The Mortgage Loan documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair
    or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the
    then-outstanding principal amount of the related JPMCB Mortgage Loan, the lender (or a trustee appointed by it) having the
    right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
    principal balance of such JPMCB Mortgage Loan together with any accrued interest thereon. 

    

    All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
    and such insurance policies name the lender under the JPMCB Mortgage Loan and its successors and assigns as a loss payee under
    a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
    Each related JPMCB Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s
    failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge
    such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least
    10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at
    least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days,
    as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been
    received by the Mortgage Loan Seller.	18g	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If such indication
    is found, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant,
    for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a 475-year return
    period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	18h	Review
    the most recent seismic engineering study or Insurance Consultant Report to determine if the PML or equivalent would exceed
    20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on
    such Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by
    A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
    S&P Global Ratings. The insurance amount should be not less than 100% of the PML or the equivalent. If so determined,
    the ratings are adequate, and the insurance amount is not less than 100% of the PML or the equivalent, it will be a Test pass.	Seismic
    engineering study; Insurance Consultant Report
	18i	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either
    (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in
    excess of 5% of the then-outstanding principal amount of the JPMCB Mortgage Loan, the lender (or a trustee appointed by it)
    having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the
    outstanding principal balance of such JPMCB Mortgage Loan together with any accrued interest thereon. If such provisions are
    found, it will be a Test pass.	Mortgage
    Loan Documents
	18j	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums were not current as of the	MS
    Servicer Notices



 

     Exhibit QQ-A-17


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			Cut-off
    Date. If no such a notation or other indication is found, it will be a Test pass.	
	18k	Review
    the insurance consultant report to determine if the insurance policies name the lender under any JPMCB Mortgage Loan and its
    successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
    policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Consultant Report
	18l	Review
    the insurance consultant report to determine if the insurance will inure to the benefit of the trustee. If so determined,
    it will be a Test pass.	Insurance
    Consultant Report
	18m	Review
    the Mortgage Loan Documents to determine if any JPMCB Mortgage Loan obligates the Borrower to maintain all such insurance
    and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost
    and expense and to charge such Borrower for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	18n	Review
    the insurance consultant report to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than
    10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If so determined,
    it will be a Test pass.	Insurance
    Consultant Report
	18o	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 18n may have been received by
    the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	19.  Access;
    Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal
    access to	19a	Review
    the zoning report to determine if each Mortgaged Property is located on or adjacent to a public road and has	Zoning
    report



 

     Exhibit QQ-A-18


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	such
    road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public
    road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all
    required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or
    more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an
    endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made
    to the applicable governing authority for creation of separate tax lots, in which case the JPMCB Mortgage Loan requires the
    Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part
    until the separate tax lots are created.		direct
    legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress
    to/from a public road. If so determined, it will be a Test pass.	
	19b	Review
    the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private
    water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged
    Property. If so determined, it will be a Test pass.	Zoning
    report
	19c	Review
    the Title Policy to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any
    property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy
    insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for
    creation of separate tax lots, in which case any JPMCB Mortgage Loan requires the Borrower to escrow an amount sufficient
    to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.
    If so determined, it will be a Test pass.	Title
    Policy
	20.  No
    Encroachments. To the Mortgage Loan Seller’s knowledge and based solely on surveys obtained in connection with origination
    and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
    with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each JPMCB
    Mortgage Loan, (a) all material improvements that were included for the purpose of determining the appraised value of the
    related Mortgaged Property at the time of the origination of such JPMCB Mortgage Loan are within the boundaries of the related
    Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged
    Property, or are insured by applicable provisions of the Title Policy, (b) no improvements on adjoining parcels encroach onto
    the related Mortgaged Property except for encroachments that do not	20a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the
    appraised value of the Mortgaged Property at the time of the origination of such JPMCB Mortgage Loan are within the boundaries
    of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use
    of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title Policy. If so determined,
    it will be a Test pass.	Survey;
    Title Policy
	20b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured
    by applicable provisions of the most	Survey;
    Title Policy



 

     Exhibit QQ-A-19


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	materially
    and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title
    Policy and (c) no improvements encroach upon any easements except for encroachments the removal of which would not materially
    and adversely affect the value or current use of such Mortgaged Property or are insured by applicable provisions of the Title
    Policy.		recently
    dated Title Policy. If not so determined, it will be a Test pass.	
	20c	Review
    the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of such
    encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured
    by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	21.  No
    Contingent Interest or Equity Participation. No JPMCB Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of
    interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage
    Loan Seller.	21	Review
    the Mortgage Loan Documents for any shared appreciation feature, any other contingent interest feature or a negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior
    to the Anticipated Repayment Date) or an equity participation provision. If no such provision or feature found with respect
    to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	22.  REMIC.
    The JPMCB Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but
    determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage
    loans as qualified mortgages), and, accordingly, (A) the issue price of the JPMCB Mortgage Loan to the related Mortgagor at
    origination did not exceed the non-contingent principal amount of the JPMCB Mortgage Loan and (B) either: (a) such JPMCB Mortgage
    Loan or Whole Loan is secured by an interest in real property (including buildings and structural components thereof, but
    excluding personal property) having a fair market value (i) at the date the JPMCB Mortgage Loan or Whole Loan was originated
    at least equal to 80% of the adjusted issue price of the JPMCB Mortgage Loan or Whole Loan on such date or (ii) at the Closing
    Date at least equal to 80% of the adjusted issue price of the JPMCB Mortgage Loan or Whole Loan on such date, provided
    that for purposes hereof, the fair market value of the real property interest must first be reduced by (1) the amount
    of any lien on the real property interest that is senior to the JPMCB Mortgage Loan and (2) a proportionate amount of any
    lien	22a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed
    the stated principal amount of the Mortgage Note. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Note
	22b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if (a) the JPMCB Mortgage Loan or Whole Loan is secured
    by an interest in real property (including buildings and structural components thereof, but excluding personal property) having
    a fair market value (i) at the date such JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial
    principal amount of any JPMCB Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of
    the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses
    (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien
    on the real property interest that is senior to such JPMCB Mortgage Loan and (B) a proportionate	Appraisal;
    Mortgage Loan Documents



 

     Exhibit QQ-A-20


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	that
    is in parity with the JPMCB Mortgage Loan; or (b) substantially all of the proceeds of such JPMCB Mortgage Loan were used
    to acquire, improve or protect the real property which served as the only security for such JPMCB Mortgage Loan (other than
    a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).
    If the JPMCB Mortgage Loan or Whole Loan was “significantly modified” prior to the Closing Date so as to result
    in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably
    foreseeable default of such JPMCB Mortgage Loan or Whole Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i)
    above (substituting the date of the last such modification for the date the JPMCB Mortgage Loan or Whole Loan was originated)
    or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to
    the JPMCB Mortgage Loan or Whole Loan constitute “customary prepayment penalties” within the meaning of Treasury
    Regulations Section 1.860G-(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related
    Treasury Regulations.		amount
    of any lien that is in parity with such JPMCB Mortgage Loan or (b) substantially all of the proceeds of such JPMCB Mortgage
    Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB Mortgage
    Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section
    1.860G- 2(a)(1)(ii)). If so determined, it will be a Test pass.	
	22c	Review
    the MS Servicer Notices for an indication or other notation that the Loan was modified prior to the Closing Date, and if so,
    if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified
    as a result of the default or reasonably foreseeable default of such JPMCB Mortgage Loan or (y) satisfies the provisions of
    either sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification
    for the date any JPMCB Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty
    22, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found,
    it will be a Test pass.	MS
    Servicer Notices
	22d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the prepayment premium
    and yield maintenance charges applicable to any JPMCB Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	23.  Compliance.
    The terms of the Mortgage Loan documents evidencing such JPMCB Mortgage Loan, comply in all material respects with all
    applicable local, state and federal laws and regulations, and the Mortgage Loan Seller has complied with all material requirements
    pertaining to the origination of the JPMCB Mortgage Loans, including but not limited to, usury and any and all other material
    requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the
    JPMCB	23a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the JPMCB
    Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	23b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any	MS
    Servicer Notices



 

     Exhibit QQ-A-21


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan.		material
    requirements pertaining to the origination of any JPMCB Mortgage Loan, including but not limited to, usury and any and all
    other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication
    is not found, it will be a Test pass.	
	23c	Review
    the Loan Agreement to determine if it provides that the JPMCB Mortgage Loan complied with usury laws. If so determined, it
    will be a Test pass.	Loan
    Agreement
	24.  Authorized
    to do Business. To the extent required under applicable law, as of the Closing Date or as of the date that such entity
    held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in
    which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect
    the enforceability of such JPMCB Mortgage Loan.	24	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage
    Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact
    or do business in the jurisdiction in which each Mortgaged Property is located. If such a notation or other indication is
    found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such
    JPMCB Mortgage Loan. If so determined, it will be a Test pass.	MS
    Servicer Notices
	25.  Trustee
    under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable
    law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the
    Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee,
    and except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full
    or partial release of the related Mortgaged Property or related security for such JPMCB Mortgage Loan, no fees are payable
    to such trustee except for reasonable fees paid by the Mortgagor.	25a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
    Borrower or in connection with any full or partial release of the Mortgaged Property or related security for such JPMCB Mortgage
    Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor. If so determined, it will be a
    Test pass.	Mortgage
    Loan Documents
	26.  Local
    Law Compliance. To the Mortgage Loan Seller’s knowledge, based solely upon any of a letter from any governmental
    authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
    Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the
    Mortgage Loan Seller for similar	26a	Review
    the zoning report to determine if the improvements located on or forming part of each Mortgaged Property securing a JPMCB
    Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of
    such Mortgaged Property or constitute a legal non-conforming use or	Zoning
    report



 

     Exhibit QQ-A-22


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	commercial
    and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged
    Property securing a JPMCB Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants,
    and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such
    Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes
    a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged
    Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary
    to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage
    has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for loans originated
    for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations,
    (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty
    would not materially and adversely affect the use or operation of such Mortgaged Property, or (d) title insurance coverage
    has been obtained for such nonconformity.		structure.
    If so determined, it will be a Test pass.	
	26b	Review
    the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure
    which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will
    be a Test pass.	Zoning
    report
	26c	Review
    the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property
    may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty
    or destruction. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26d	If
    the zoning report indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the insurance
    consultant report to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage
    for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the
    Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning
    report; Insurance Consultant Report
	27.  Licenses
    and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits,
    franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property
    in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government
    authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the
    Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material
    licenses, permits, franchises, certificates of occupancy, consents, and other approvals are in effect or the failure to obtain
    or maintain such material licenses, permits, franchises or certificates of occupancy does not materially and adversely affect
    the use and/or operation of the Mortgaged Property	27a	Review
    the Mortgage Loan Documents to determine if the Borrower has covenanted to keep all material licenses, permits, franchises,
    certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force
    and effect. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	27b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan Seller
    had knowledge that any licenses, permits, franchises, certificates of occupancy, consents, or other approvals necessary for
    the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses,
    permits, franchises or certificates of occupancy could materially and adversely	Mortgage
    Loan Documents; MS Servicer Notices



 

     Exhibit QQ-A-23


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	as
    it was used and operated as of the date of origination of the JPMCB Mortgage Loan or the rights of a holder of the related
    JPMCB Mortgage Loan. The JPMCB Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction
    in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in
    all material respects with all regulations, zoning and building laws.		affect
    the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination. If such a notation
    or other indication is not found, it will be a Test pass.	
	27c	Review
    the Mortgage Loan Documents for provisions requiring the Borrower to be qualified to do business in the jurisdiction in which
    the Mortgaged Property is located, and in compliance in all material respects with all regulations, zoning and building laws.
    If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.  Recourse
    Obligations. The Mortgage Loan documents for each JPMCB Mortgage Loan provide that such JPMCB Mortgage Loan (a) becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation
    pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in
    by, the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy
    filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or equity interests in Mortgagor
    made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor
    and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with
    the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses
    and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or condemnation
    awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon foreclosure or
    action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default);
    (ii) the Mortgagor’s fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor;
    (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of material physical waste
    at the Mortgaged Property,	28a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the
    events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor
    in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 28.
    If so determined, it will be a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-A-24


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	which
    may, with respect to this clause (v), in certain instances, be limited to the extent there is sufficient cash flow generated
    by the related Mortgaged Property to prevent such waste or acts or omissions of the related Mortgagor, guarantor, property
    manager or their affiliates, employees or agents.			
	29.  Mortgage
    Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material
    portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment
    of not less than a specified percentage at least equal to 115% of the related allocated loan amount of such portion of the
    Mortgaged Property, (b) upon payment in full of such JPMCB Mortgage Loan, (c) upon a Defeasance defined in representation
    and warranty 34 below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will
    not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material
    value in the appraisal obtained at the origination of the JPMCB Mortgage Loan and are not necessary for physical access to
    the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With
    respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not
    constitute a “significant modification” of the subject JPMCB Mortgage Loan within the meaning of Treasury Regulations
    Section 1.860G-2(b)(2) and (ii) would not cause the subject JPMCB Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the mortgagee or servicer can, in accordance with the related
    Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax
    counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for any
    JPMCB Mortgage Loan originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged
    Property (reduced by (1) the amount of any lien on the real property that is senior to the JPMCB Mortgage Loan and (2) a proportionate
    amount of any lien on the real property that is in parity with, the lien of the JPMCB Mortgage Loan) after the release is
    not equal to at least 80% of the principal balance of the	29a	Review
    the Mortgage Loan Documents to determine if the only conditions under which a property may be released during the life of
    the loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 29. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	29b	Review
    the Mortgage Loan Documents to determine if any partial release described in clauses (a) or (d) of the first sentence of representation
    and warranty 29 (i) for JPMCB Mortgage Loans originated on or before December 6, 2010, is pursuant to a unilateral option
    of the Borrower within the meaning of Treasury Regulations Section 1.1001-3 or (ii) for JPMCB Mortgage Loans originated after
    December 6, 2010, is prohibited if the ratio of the value of the remaining Mortgaged Property to the outstanding principal
    amount of the JPMCB Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property
    securing such JPMCB Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure
    2010-30. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	29c	Review
    the Mortgage Loan Documents to determine if there are provisions that provide that, for any JPMCB Mortgage Loan originated
    after December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision
    or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal
    balance of the JPMCB Mortgage Loan or Whole Loan in an amount not less than the amount required by the REMIC Provisions and,
    to such extent, may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
    if,	Mortgage
    Loan Documents



 

     Exhibit QQ-A-25


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	JPMCB
    Mortgage Loan or JPMCB Whole Loan outstanding after the release, the Mortgagor is required to make a payment of principal
    in an amount not less than the amount required by the REMIC provisions.

    

    In the case of any JPMCB Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged
    Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor
    can be required to pay down the principal balance of the JPMCB Mortgage Loan or JPMCB Whole Loan in an amount not less than
    the amount required by the REMIC provisions and, to such extent, such amount may not be required to be applied to the restoration
    of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged
    Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real
    property constituting the remaining Mortgaged Property (reduced for any lien senior to, and any lien on the real property
    that is in parity with, the lien of the JPMCB Mortgage Loan) is not equal to at least 80% of the remaining principal balance
    of the JPMCB Mortgage Loan or JPMCB Whole Loan.

    

    In the case of any JPMCB Mortgage Loan originated after December 6, 2010, no such JPMCB Mortgage Loan that is secured by more
    than one Mortgaged Property or that is cross-collateralized with another JPMCB Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other
    than in compliance with the loan-to-value ratio and other requirements of the REMIC provisions.		immediately
    after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned
    restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced for any lien
    senior to, and any lien on the real property that is in parity with, the lien of the JPMCB Mortgage Loan) is not equal to
    at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan. If so determined, it will be a Test pass.	
	29d	Review
    the Mortgage Loan Documents to determine if, for any JPMCB Mortgage Loan originated after December 6, 2010 and is secured
    by more than one Mortgaged Property or that is cross-collateralized with another JPMCB Mortgage Loan, the JPMCB Mortgage Loan
    does not permit the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including
    due to a partial condemnation, if the ratio of the value of the remaining Mortgaged Property to the outstanding principal
    amount of the JPMCB Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property
    securing such JPMCB Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure
    2010-30. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	30.  Financial
    Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly
    (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties)
    rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements,
    which annual financial statements (i) with respect to each JPMCB	30a	Review
    the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with
    quarterly (other than for single-tenant properties) and annual operating statements. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the	Mortgage
    Loan Documents



 

     Exhibit QQ-A-26


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other
    entities), together with the related combined statements of operations, members’ capital and cash flows, including a
    combining balance sheet and statement of income for the Mortgaged Properties on a combined basis and (ii) for each JPMCB Mortgage
    Loan with an original principal balance greater than $50 million shall be audited by an independent certified public accountant
    upon the request of the owner or holder of the Mortgage.		Mortgage
    with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than
    5% of the in-place base rent. If so determined, it will be a Test pass.	
	30c	Review
    the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the JPMCB Mortgage Loan, and
    if so determined, review to determine if the annual financial statements for each are required to be in the form of an annual
    combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of
    operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged
    Properties on a combined basis. If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	30d	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $50 million, and if so, review
    the Mortgage Loan Documents to determine if the annual financial statements are required to be audited by an independent certified
    public accountant upon the request of the owner or holder of the Mortgage. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	31.  Acts
    of Terrorism Exclusion. With respect to each JPMCB Mortgage Loan over $20 million, the related special-form all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically
    exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance
    Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
    to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance
    policy. With respect to each other JPMCB Mortgage Loan, the related special all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the JPMCB
    Mortgage Loan, and, to the	31a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so determined,
    review the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the
    Insurance Rating Requirements) to determine if they do not specifically exclude acts of terrorism from coverage, or if they
    do, there exists in the Diligence File a separate terrorism insurance policy related to the Mortgaged Property. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policies; Diligence File
	31b	Review
    the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination. If so,
    review the related special all-risk insurance policy and business interruption policy to	Mortgage
    Loan Documents; Insurance Policy



 

     Exhibit QQ-A-27


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA,
    from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each
    JPMCB Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage
    for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such
    coverage may be limited by availability on commercially reasonable terms.		determine
    if they do not, as of the date of origination of the JPMCB Mortgage Loan, specifically exclude acts of terrorism, from coverage,
    or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If so determined with respect to
    each part of this Test, it will be a Test pass.	
	31c	Review
    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business
    interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged
    Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass	Mortgage
    Loan Documents; Insurance Policy
	31d	Review
    the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee from requiring coverage for acts
    of terrorism, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability
    on commercially reasonable terms. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	32.  Due
    on Sale or Encumbrance. Subject to specific exceptions set forth below, each JPMCB Mortgage Loan contains a “due-on-sale”
    or other such provision for the acceleration of the payment of the unpaid principal balance of such JPMCB Mortgage Loan if,
    without the consent of the holder of the Mortgage and/or complying with the requirements of the related Mortgage Loan documents
    (which provide for transfers without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller
    lending on the security of property comparable to the related Mortgaged Property, such as transfers of worn-out or obsolete
    furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by
    leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling
    equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to
    (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates
    as defined in the related Mortgage Loan documents, (iii) transfers of less than a	32a	Review
    the Mortgage Loan Documents to determine if there are “due-on-sale” or other such provisions for the acceleration
    of the payment of the unpaid principal balance of such JPMCB Mortgage Loan in the circumstances described in the first sentence
    of representation and warranty 32. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Documents to determine if there are provisions that require that if Rating Agency fees are incurred in connection
    with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all
    other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If so determined, it
    will be a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-A-28


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	controlling
    interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person
    designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage
    Loan documents, (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within
    the parameters of representations and warranties 29 and 34, or (vii) by reason of any mezzanine debt that existed at the origination
    of the related JPMCB Mortgage Loan, or future permitted mezzanine debt or (b) the related Mortgaged Property is encumbered
    with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest
    of any JPMCB Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage
    Loan documents, (ii) purchase money security interests, (iii) any JPMCB Mortgage Loan that is cross-collateralized and cross-defaulted
    with another JPMCB Mortgage Loan or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that
    to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance,
    the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee
    relative to such transfer or encumbrance.			
	33.  Single-Purpose
    Entity. Each JPMCB Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the JPMCB
    Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect
    to each JPMCB Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose
    Entity, and each JPMCB Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding
    non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity,
    other than an individual, whose organizational documents (or if the JPMCB Mortgage Loan has a Cut-off Date Balance equal to
    $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect
    that it was formed or organized solely for	33a	Review
    the Mortgage Loan Documents to determine if they require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 33) for at least as long as any JPMCB Mortgage Loan is outstanding. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	33b	Examine
    the JPMCB Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the JPMCB Mortgage Loan. If the JPMCB
    Mortgage Loan had a Cut-off Date Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s
    organizational documents to determine if they require that the Mortgagor is a Single-Purpose Entity and that the Mortgagor
    organization documents show as such. If so determined, it will be a Test pass.	Mortgage
    Loan Documents; JPMCB Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational documents



 

     Exhibit QQ-A-29


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	the
    purpose of owning and operating one or more of the Mortgaged Properties securing the JPMCB Mortgage Loans and prohibit it
    from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further
    provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not
    have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any
    indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has
    its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a JPMCB
    Mortgage Loan that is cross-collateralized and cross-defaulted with the related JPMCB Mortgage Loan), and that it holds itself
    out as a legal entity, separate and apart from any other person or entity.	33c	Review
    the JPMCB Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect to JPMCB Mortgage Loans
    with a Cut-off Date Balance of $20 million, review the Borrower’s Counsel Opinion for an opinion regarding non-consolidation
    of the Borrower. If such an opinion is found, it will be a Test pass.	JPMCB
    Mortgage Loan Purchase Agreement; PSA; Borrower’s Counsel Opinion
	34.  Defeasance.
    With respect to any JPMCB Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of
    conditions specified in the Mortgage Loan documents; (ii) the JPMCB Mortgage Loan cannot be defeased within two years after
    the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within
    the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance,
    be sufficient to make all scheduled payments under the JPMCB Mortgage Loan when due, including (A) the entire remaining principal
    balance on (x) the maturity date or (y) on or after the first date on which payment may be made without payment of a yield
    maintenance charge or prepayment penalty or (B) if the JPMCB Mortgage Loan is an ARD Loan, the entire principal balance outstanding
    on the related Anticipated Repayment Date, and if the JPMCB Mortgage Loan permits partial releases of real property in connection
    with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated
    on a principal amount equal to a specified percentage at least equal to 115% of the allocated loan amount for the real property
    to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v)
    the Mortgagor is required to provide a certification	34	Review
    the Mortgage Loan Documents to determine if there are provisions allowing the JPMCB Mortgage Loan to be defeased, and if so,
    whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation and
    warranty 34. If so determined, it will be a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-A-30


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	from
    an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage
    Note as set forth in (iii) above, (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral,
    the portion of the JPMCB Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require
    such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the mortgagee
    has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required
    to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto)
    and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s
    fees and opinions of counsel.			
	35.  Fixed
    Interest Rates. Each JPMCB Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of
    such JPMCB Mortgage Loan, except in the case of an ARD Loan and situations where default interest is imposed.	35	Review
    the Mortgage Note or Loan Agreement to determine if there are provisions requiring that the loan has a fixed interest rate
    that remains fixed throughout the term of such JPMCB Mortgage Loan, except in the case of an ARD Loan and situations where
    default interest is imposed. If so determined, it will be a Test pass.	Mortgage
    Note; Loan Agreement
	36.  Ground
Leases. For purposes of the MLPA, a “Ground Lease” shall mean a leasehold estate in real property where
the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other
improvements, if any, to the ground lessee (who may, in certain circumstances, own the building and improvements on the land),
subject to the reversionary interest of the ground lessor as fee owner.



With respect to any JPMCB Mortgage Loan where the JPMCB
Mortgage Loan is secured by a ground leasehold estate in whole or in part, and the related Mortgage does not also encumber the
related lessor’s fee interest in such Mortgaged Property, based upon the terms of the ground lease and any estoppel or other
agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns:

                                                                                                                         

                                                                                                                        (A)        The
ground lease or a memorandum regarding such ground
	36a	Review
    the appraisal to determine if the Loan is secured by a Ground Lease (as defined in representation and warranty 36). If so,
    review the Title Policy and Mortgage Loan Documents to determine if the related Mortgage does not also encumber the lessor’s
    fee interest in the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal;
    Mortgage Loan Documents
	36b	Review
    the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum has been recorded or submitted
    for recordation. If so determined, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	36c	Review
    the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground lessor) to determine if the interest
    of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such
    lessee, its successors or assigns in a manner that would adversely affect the security provided by the	Ground
    Lease; Ground lessor’s estoppel



 

     Exhibit QQ-A-31


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	lease
                                         has been duly recorded or submitted for recordation in a form that is acceptable for
                                         recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement
                                         received from the ground lessor permits the interest of the lessee to be encumbered by
                                         the related Mortgage and does not restrict the use of the related Mortgaged Property
                                         by such lessee, its successors or assigns in a manner that would adversely affect the
                                         security provided by the related Mortgage. To the Mortgage Loan Seller’s knowledge,
                                         no material change in the terms of the ground lease had occurred since its recordation,
                                         except by any written instruments which are included in the related Mortgage File;

         

        (B)        The
        lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease)
        that the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender
        and that any such action without such consent is not binding on the lender, its successors or assigns;

        

         

        (C)        The
        ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a JPMCB Mortgage Loan that accrues on an actual 360 basis,
        substantially amortizes);

         

        (D)        The
        ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the
        Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances;

         

        (E)        The
        ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease
        is assignable to the holder of the JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor
        thereunder, and in the event it is so assigned, it is further
		Mortgage.
    If so determined, it will be a Test pass.	
	36d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, there was
    any material change in the terms of any Ground Lease since its recordation. If such a notation or other indication is not
    found, it will be a Test pass. 



If such a notation or other indication is found, review the Mortgage File to determine if the
    modification agreement or instrument is in the Mortgage File. If so determined, it will be a Test pass.	MS
    Servicer Notices; Mortgage File
	36e	Review
    the Ground Lease and Ground lessor’s estoppel to determine if the lessor has agreed that the Ground Lease may not be
    amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without
    such consent is not binding on the lender, its successors or assigns. If so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36f	Review
    the Ground Lease to determine if it has an original term (or an original term plus one or more optional renewal terms, which,
    under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not
    less than 20 years beyond the stated maturity of the JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB
    Mortgage Loan fully amortizes by the stated maturity (or with respect to a JPMCB Mortgage Loan that accrues on an actual 360
    basis, substantially amortizes). If so determined, it will be a Test pass.	Ground
    Lease; Estoppel
	36g	Review
    the Title Policy to determine if the Ground Lease is not subject to any interests, estates, liens or encumbrances superior
    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances.
    If so determined, it will be a Test pass.	Title
    Policy
	36h	Review
    the Ground Lease and any estoppel (or other	Ground
    Lease; Estoppel



 

     Exhibit QQ-A-32


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	assignable
                                         by the holder of the JPMCB Mortgage Loan and its successors and assigns without the consent
                                         of the lessor;

         

        (F)        The
        Mortgage Loan Seller has not received any written notice of default under or notice of termination of such ground lease.
        To the Mortgage Loan Seller’s knowledge, there is no default under such ground lease and no condition that, but
        for the passage of time or giving of notice, would result in a default under the terms of such ground lease. Such ground
        lease is in full force and effect as of the Closing Date;

         

        (G)        The
        ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, provides that no notice of default or termination is effective unless such notice is given to the
        lender, and requires that the ground lessor will supply an estoppel;

         

        (H)        A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the ground lease through legal proceedings) to cure any default under the ground lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the ground lease;

         

        (I)        The
        ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with loans originated for securitization;

         

        (J)        Under
        the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be
        applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
        proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee
        appointed by it having the right to hold and disburse such proceeds as repair
		agreement
    of the ground lessor) to determine if the Ground Lease does not place restrictions on the identity of the Mortgagee, as determined
    by the Asset Representations Reviewer. If so determined, it will be a Test pass.	(or
    other agreement of the ground lessor)
	36i	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the Ground Lease is assignable to the
    holder of any JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor, and in the event of such
    assignment, it is further assignable by the holder of any JPMCB Mortgage Loan and its successors and assigns without the consent
    of the lessor. If so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	36j	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller has received
    any written notice of default under or notice of termination of such Ground Lease. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	36k	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge
    as of the Closing Date that there was a default under such Ground Lease or there existed any condition that, but for the passage
    of time or giving notice, would result in a default under the terms of such Ground Lease. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	36l	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Ground Lease was not in full
    force and effect as of the Closing Date. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	36m	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lessor is required to give to the
    lender written notice of any default, and provides that no notice of default or termination is effective unless	Ground
    Lease; Estoppel (or other agreement of the ground lessor)



 

     Exhibit QQ-A-33


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	or
                                         restoration progresses, or to the payment of the outstanding principal balance of the
                                         JPMCB Mortgage Loan, together with any accrued interest;

         

        (K)        In
        the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the JPMCB Mortgage Loan, together with any accrued interest; and

         

        (L)        Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the ground lease for any reason, including rejection of the ground lease in
        a bankruptcy proceeding.
		such
    notice is given to the lender, and requires that the ground lessor will supply an estoppel. If so determined, it will be a
    Test pass.	
	36n	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lender is permitted an opportunity
    (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through
    legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice
    of any default before the lessor may terminate the Ground Lease. If so determined, it will be a Test pass.	Ground
    Lease; estoppel (or other agreement of the ground lessor)
	36o	Review
    the Ground Lease to determine if it does not impose any unreasonable restrictions on subletting. If so determined, it will
    be a Test pass.	Ground
    Lease
	36p	Review
    the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if there are
    provisions that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
    interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) are required
    to be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
    proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed
    by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
    principal balance of the JPMCB Mortgage Loan, together with any accrued interest. If so determined, it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	36q	Review
    the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if, in the
    case of a total or substantial taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the
    related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground
    lessee’s interest in	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents



 

     Exhibit QQ-A-34


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			respect
    of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
    will be applied first to the payment of the outstanding principal balance of any JPMCB Mortgage Loan, together with any accrued
    interest. If so determined, it will be a Test pass.	
	36r	Review
    the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the ground lessor has agreed to enter
    into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease
    in a bankruptcy proceeding, provided that the lender cures any defaults which are susceptible to being cured. If so determined,
    it will be a Test pass.	Ground
    Lease; Estoppel (or other agreement of the ground lessor)
	37.  Servicing.
    The servicing and collection practices used by the Mortgage Loan Seller in respect of each JPMCB Mortgage Loan complied
    in all material respects with all applicable laws and regulations and was in all material respects legal, proper and prudent,
    in accordance with Mortgage Loan Seller’s customary commercial mortgage servicing practices.	37	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
    collection practices used by the Mortgage Loan Seller in respect of the JPMCB Mortgage Loan did not comply in all material
    respects with all applicable laws and regulations or was not in all material respects legal, proper and prudent, in accordance
    with Mortgage Loan Seller’s customary commercial mortgage servicing practices. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	38.  ARD
    Loan. Each JPMCB Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than
    the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully
    amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan
    has an Anticipated Repayment Date not less than five years following the origination of such JPMCB Mortgage Loan. If the related
    Borrower elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing
    terms of the JPMCB Mortgage Loan or a unilateral option (as defined in Treasury Regulations under Section 1001 of the Code)
    in the JPMCB	38a	Review
    the Mortgage Loan Schedule to identify if the JPMCB Mortgage Loan is an ARD Loan. If so, proceed to remaining tests. If not
    an ARD loan, it will be a Test pass for representation and warranty 38.	Mortgage
    Loan Schedule, Mortgage Loan Documents
	38b	Review
    the Mortgage Loan Documents to determine if there are provisions requiring the ARD Loan to start to amortize no later than
    the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and fully amortizes
    over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. If provisions are found,
    it will be a Test pass.	Mortgage
    Loan Schedule, Mortgage Loan Documents



 

     Exhibit QQ-A-35


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan exercisable during the term of the JPMCB Mortgage Loan, (i) the JPMCB Mortgage Loan’s interest rate will step up
    to an interest rate per annum as specified in the related JPMCB Mortgage Loan documents; provided, however,
    that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all
    or a substantial portion of the excess cash flow (which is net of certain costs associated with owning, managing and operating
    the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of
    such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all excess cash flow will be applied
    to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed
    by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio
    shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such JPMCB Mortgage Loan’s
    Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed
    by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date.	38c	Review
    the JPMCB Mortgage Loan Documents to determine if the ARD Loan has an Anticipated Repayment Date of not less than five years
    following the origination of such JPMCB Mortgage Loan. If so determined, it will be a Test pass	Mortgage
    Loan Schedule, Mortgage Loan Documents
	38d	Review
    the JPMCB Mortgage Loan Documents to determine if there are provisions stating that the property manager for the related Mortgage
    Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment
    Date. If such language is not found, it will be a Test pass	Mortgage
    Loan Schedule, JPMCB Mortgage Loan Documents
	39.  Rent
    Rolls; Operating Histories. The Mortgage Loan Seller has obtained a rent roll (each, a “Certified Rent Roll”)
    other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate
    and complete in all material respects as of a date within 180 days of the date of origination of the related JPMCB Mortgage
    Loan. The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with
    respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete
    in all material respects as of a date within 180 days of the date of origination of the related JPMCB Mortgage Loan. The Certified
    Operating Histories collectively report on operations for a period equal to (a) at least a continuous three-year period or
    (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than
    three years then for such	39a	Determine
    that there is one or more Certified Rent Rolls in the Diligence File for all properties other than hospitality properties,
    or, with respect to properties other than hospitality properties, a representation as to the accuracy of the rent roll or
    rent rolls is made by the Mortgagor in the Mortgage Loan Documents. If there are Certified Rent Rolls, determine if they have
    been certified by the Borrower or the guarantor(s) as being accurate and complete in all material respects within 180 days
    of the date of origination of any JPMCB Mortgage Loan. If so determined as to each part of this Test, it will be a Test pass.	Diligence
    File; Certified Rent Roll; Mortgage Loan Documents
	39b	Determine
    that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as
    being accurate and complete in all material respects within 180 days of the date of origination	Operating
    statements; Mortgage Loan Documents



 

     Exhibit QQ-A-36


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	shorter
    period of time, it being understood that for mortgaged properties acquired with the proceeds of a JPMCB Mortgage Loan, Certified
    Operating Histories may not have been available.		of
    the related JPMCB Mortgage Loan. If so determined, it will be a Test pass.	
	39c	For
    any Mortgaged Property not acquired with the proceeds of any JPMCB Mortgage Loan, review the Certified Operating Histories
    to determine if they report on operations for a period equal to (a) at least a continuous three-year period or (b) in the
    event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years
    then for such shorter period of time. If so determined, it will be a Test pass.	Operating
    statements
	40.  No
    Material Default; Payment Record. No JPMCB Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments since origination, and as of the Closing Date, no JPMCB Mortgage
    Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s
    knowledge, there is (a) no, and since origination there has been no, material default, breach, violation or event of acceleration
    existing under the related JPMCB Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with
    the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach,
    violation or event of acceleration, provided, however, that this representation and warranty does not cover
    any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled
    to any other representation and warranty made by the Mortgage Loan Seller in Exhibit C to the MLPA. No person other than the
    holder of such JPMCB Mortgage Loan may declare any event of default under the JPMCB Mortgage Loan or accelerate any indebtedness
    under the Mortgage Loan documents.	40a	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that (i) the JPMCB Mortgage Loan has been
    more than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination, and
    (ii) the JPMCB Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date. If such a
    notation or other indication is not found, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	40b	Review
    the Servicing File and the MS Servicer Notices for a notation or other indication that (a) as of the Closing Date or since
    origination (i) there was a material default, breach, violation or event of acceleration existing under the related JPMCB
    Mortgage Loan or (b) as of the Closing Date, there was an event (other than payments due but not yet delinquent) which, with
    the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach,
    violation or event of acceleration (it being understood that the Asset Representations Reviewer will not deem as evidence
    any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled
    to any other representation and warranty made by any Mortgage Loan Seller in Exhibit C to the JPMCB Mortgage Loan Purchase
    Agreement). If such a notation or other indication is not found, it will be a Test pass.	Servicing
    File; MS Servicer Notices
	41.  Bankruptcy.
    In respect of each JPMCB Mortgage Loan, the related	41	Review
    the Lexis/Nexis (or comparable) search and MS	Lexis/Nexis
    (or



 

     Exhibit QQ-A-37


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgagor
    is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding.		Servicer
    Notices for a notation or other indication that the Mortgagor was a debtor in any bankruptcy, receivership, conservatorship,
    reorganization, insolvency, moratorium or similar proceeding on the Closing Date. If such notation or other indication is
    not found, it will be a Test pass.	comparable)
    search; MS Servicer Notices
	42.  Organization
    of Borrower. The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which
    identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar
    controlling person for such Mortgagor) (the “Controlling Owner”) and all owners that hold a 25% or greater
    direct ownership share (i.e., the “Major Sponsors”). The Mortgage Loan Seller (1) required questionnaires
    to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each
    Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history for at least 10
    years regarding any bankruptcies or other insolvencies, any felony convictions, and (2) performed or caused to be performed
    searches of the public records or services such as Lexis/Nexis, or a similar service designed to elicit information about
    each Controlling Owner, Major Sponsor and guarantor regarding such Controlling Owner’s, Major Sponsor’s or guarantor’s
    prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and provided,
    however, that records searches were limited to the last 10 years (clauses (1) and (2) collectively, the “Sponsor
    Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the Mortgage Loan Seller, no Major Sponsor
    or guarantor (i) was in a state of federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in
    a state of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.	42a	Review
    the Diligence File to determine if it includes an organizational chart or other description of each Mortgagor in the Diligence
    File which purports to identify all Controlling Owners and Major Sponsors. If so determined, it will be a Test pass.	Diligence
    File; Organization Chart
	42b	Review
    the Diligence File to determine if the Sponsor Diligence is included. If so determined, it will be a Test pass.	Diligence
    File
	43.  Environmental
    Conditions. At origination, each Mortgagor represented and warranted that to its knowledge no hazardous materials or any
    other substances or materials which are included under or regulated by environmental laws are located on, or have been handled,
    manufactured, generated, stored, processed, or disposed of on or released or discharged from the Mortgaged Property, except
    as disclosed by a Phase I environmental assessment	43a	Review
    the Mortgage Loan Documents to determine if they include a representation and warranty by the Mortgagor described in the first
    sentence of representation and warranty 43. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	43b	Review
    the Diligence File to determine if an ESA is included. If so determined, review the ESA to determine that the ESA was conducted
    in connection with the JPMCB	Diligence
    File; ESA; Escrow statements; Operations or



 

     Exhibit QQ-A-38


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	(or
    a Phase II environmental assessment, if applicable) delivered in connection with the origination of the JPMCB Mortgage Loan
    or except for those substances commonly used in the operation and maintenance of properties of kind and nature similar to
    those of the Mortgaged Property in compliance with all environmental laws and in a manner that does not result in contamination
    of the Mortgaged Property. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment)
    and, with respect to certain JPMCB Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”)
    meeting ASTM requirements conducted by a reputable environmental consultant in connection with such JPMCB Mortgage Loan within
    12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not reveal any
    known circumstance or condition that rendered the Mortgaged Property at the date of the ESA in material noncompliance with
    applicable environmental laws or the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05
    or its successor, hereinafter “Environmental Condition”) or the need for further investigation, or (ii)
    if any material noncompliance with environmental laws or the existence of an Environmental Condition or need for further investigation
    was indicated in any such ESA, then at least one of the following statements is true: (A) 125% of the funds reasonably estimated
    by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with
    applicable environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held by the
    related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in
    indoor air, lead based paint, or lead in drinking water, and the only recommended action in the ESA is the institution of
    such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably
    be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report
    was remediated or abated in all material respects prior to the Cut-off Date, and, as appropriate, a no further action or closure
    letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related
    Mortgaged Property was otherwise listed by such governmental authority as		Mortgage
    Loan within 12 months prior to its origination date, and to confirm that the ESA on its face (i) did not reveal any known
    circumstance or condition that rendered the Mortgaged Property at the date of the ESA in material noncompliance with applicable
    environmental laws or the existence of recognized environmental conditions or the need for further investigation, or (ii)
    if any material noncompliance with environmental laws or the existence of an Environmental Condition (as defined in representation
    and warranty 43) or need for further investigation was indicated in any such ESA, then the following procedures will be performed:
    (43b-1 through 43b-5)

    

    1. Review escrow statements in the Diligence File used to determine if 125% of the funds reasonably estimated by a reputable
    environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental
    laws or the Environmental Condition has been escrowed by the Borrower and is held by the lender.

    

    2. If the determination in subpart 1 cannot be made and if the only Environmental Condition relates to the presence of asbestos-containing
    materials, radon in indoor air, lead-based paint, or lead in drinking water, and the only recommended action in the ESA is
    the institution of an operations or maintenance plan, review the Diligence File to determine if there exists an operations
    or maintenance plan regarding such Environmental Condition. If so determined, confirm that the plan on its face appears to
    be expected to mitigate the identified risk.

    

    3. If the determination in subpart 1 cannot be made and the determination in subpart 2 cannot be made or such subpart is not
    applicable, review the Diligence File to determine if any Environmental Condition identified was remediated or abated in all
    material respects prior to the Cut-off Date, or that a no further action or closure letter was obtained from the applicable
    governmental regulatory authority (or to determine if the environmental issue affecting the	maintenance
    plan; No further action letter; Closure letter; Environmental policy or lender’s pollution legal liability policy
				



 

     Exhibit QQ-A-39


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	administratively
    “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental
    policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers
    liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent)
    by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the
    Mortgagor with assets reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible
    party for such condition or circumstance; or (F) a party related to the Mortgagor with assets reasonably estimated to be adequate
    to effect all necessary remediation was identified as the responsible party for such condition or circumstance is required
    to take action. The ESA will be part of the Servicing File; and to the Mortgage Loan Seller’s knowledge, except as set
    forth in the ESA, there is no (i) known circumstance or condition that rendered the Mortgaged Property in material noncompliance
    with applicable environmental laws, (ii) Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor),
    or (iii) need for further investigation.

    

    In the case of each JPMCB Mortgage Loan set forth on Schedule D-2 to the MLPA, (i) such JPMCB Mortgage Loan is the subject
    of an environmental insurance policy, issued by the issuer set forth on Schedule D-2 to the MLPA (the “Policy Issuer”)
    and effective as of the date thereof (the “Environmental Insurance Policy”), (ii) as of the Cut-off Date
    the Environmental Insurance Policy is in full force and effect, there is no deductible and the trustee is a named insured
    under such policy, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was
    constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged
    Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”),
    and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance
    affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior
    to closing the JPMCB Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed
    to be sufficient by the		Mortgaged
    Property was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental
    consultant has concluded that no further action is required).

    

    4. If the determinations in subparts 1 and 3 cannot be made and the determination in subpart 2 cannot be made or such subpart
    is not applicable, review the Diligence File to determine if there exists an environmental policy or a lender’s pollution
    legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance
    or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc.,
    S&P Global Ratings and/or Fitch Ratings, Inc.

    

    5. If the determinations in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such subpart
    is not applicable, review the Diligence File to determine if a party with assets reasonably estimated to be adequate to effect
    all necessary remediation was identified as the responsible party for such condition or circumstance.

    

    If the matters set forth in any of subparts 1 through 5 above can be made, it will be a Test pass.	
	43c	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge
    as of the Closing Date of (a) a known circumstance or condition, not set forth in the ESA, that rendered the Mortgaged Property
    in material noncompliance with applicable environmental laws, and (b) any Environmental Condition (as such term is defined
    in ASTM E1527-05 or its successor) not set forth in the ESA or (c) there is a need for further investigation not set forth
    in the ESA. The Asset Representations Reviewer will obtain the ESA from the Diligence File and review for disclosure of the
    known circumstances or conditions. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices; ESA



 

     Exhibit QQ-A-40


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations
    and maintenance plan after the closing of the JPMCB Mortgage Loan that should reasonably be expected to mitigate the environmental
    risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy,
    the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance
    affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer
    in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the
    Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental
    Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least
    five years beyond the maturity of the JPMCB Mortgage Loan.	43d	Review
    Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement, if the JPMCB Mortgage Loan is listed on Schedule D-2, also review
    the Diligence File to determine if the JPMCB Mortgage Loan is the subject of an Environmental Insurance Policy. If so, review
    such Environmental Insurance Policy to determine if it was issued by a Policy Issuer identified on Schedule D-2 to the JPMCB
    Mortgage Loan Purchase Agreement. If so determined, it will be a Test pass.	Schedule
    D-2 to JPMCB Mortgage Loan Purchase Agreement; Diligence File; Environmental Insurance Policy
	43e	Review
    the Environmental Insurance Policy to determine if the policy was in full force and effect as of the Cut-off Date, there is
    no deductible, and the Trustee is a named insured under such policy. If so determined, it will be a Test pass.	Environmental
    Insurance Policy; Servicing records
	43f	Review
    the Diligence File to determine if there exists a property condition assessment or engineering report. For Mortgaged Properties
    constructed prior to 1985, review the related report to determine if it addresses asbestos containing materials. If so determined
    with respect to each part of the Test, it will be a Test pass.	Diligence
    File; Property condition assessment; Engineering report
	43g	Review
    the appraisal to determine if the property is a multifamily property. If so, review the Diligence File to determine if there
    exists a property condition report or engineering report. Review the related report to determine if there is a radon gas and
    lead based paint section in the report. If so determined, it will be a Test pass.	Appraisal;
    Property condition Assessment; Engineering report
	43h	Review
    the most recently dated property condition assessment or engineering report for disclosures of the existence of a material
    and adverse environmental condition or circumstance affecting the Mortgaged Property. If so, determine if the related Mortgagor
    (A) was required to remediate the identified condition prior to closing any JPMCB Mortgage Loan or provide additional security
    or establish with the mortgagee a reserve in an amount deemed to be sufficient by any Mortgage Loan Seller, for the remediation
    of the problem, and/or (B) agreed in any	Property
    condition assessment; Engineering report; Remediation agreement; Mortgage Loan Documents



 

     Exhibit QQ-A-41


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			documents
    in the Mortgage File to establish an operations and maintenance plan after the closing of any JPMCB Mortgage Loan that should
    reasonably be expected to mitigate the environmental risk. If so determined, it will be a Test pass.	
	43i	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, in the case of a JPMCB Mortgage
    Loan set forth on Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement, on the effective date of the Environmental Insurance
    Policy, the Mortgage Loan Seller had knowledge of any material and adverse environmental condition or circumstance affecting
    the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or
    more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer,
    or (c) an engineering or other report provided to the Policy Issuer. If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	43j	Review
    the Environmental Insurance Policy to determine if the premium of any Environmental Insurance Policy has been paid through
    the maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of any
    JPMCB Mortgage Loan. If so determined, it will be a Test pass.	Environmental
    Insurance Policy; Mortgage Loan Documents
	44.  Lease
    Estoppels. With respect to each JPMCB Mortgage Loan predominantly secured by a retail, office or industrial property leased
    to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior
    to the origination date of the related JPMCB Mortgage Loan, and to the Mortgage Loan Seller’s knowledge based solely
    on the related estoppel certificate, the related lease is in full force and effect or if not in full force and effect, the
    related space was underwritten as vacant, subject to customary reservations of tenant’s rights, such as, without limitation,
    with respect to common area maintenance (“CAM”) and pass-through audits and verification of landlord’s	44a	Review
    the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified Rent
    Roll to determine if the property is leased to a single tenant. If so, review the estoppel to determine if it was obtained
    from such tenant no earlier than 90 days prior to the origination date of the JPMCB Mortgage Loan. If so determined, it will
    be a Test pass.	Estoppels;
    Certified Rent Roll; Appraisal
	44b	Review
    the estoppel certificate referenced in Test 44a and the asset summary report to determine if (i) the related lease is in full
    force and effect, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to	Estoppels;
    Diligence File; Asset Summary Report



 

     Exhibit QQ-A-42


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	compliance
    with co-tenancy provisions. With respect to each JPMCB Mortgage Loan predominantly secured by a retail, office or industrial
    property, the Mortgage Loan Seller has received lease estoppels executed within 90 days of the origination date of the related
    JPMCB Mortgage Loan that collectively account for at least 65% of the in-place base rent for the Mortgaged Property or set
    of cross-collateralized properties that secure a JPMCB Mortgage Loan that is represented on the Certified Rent Roll. To the
    Mortgage Loan Seller’s knowledge, each lease represented on the Certified Rent Roll is in full force and effect, subject
    to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of
    landlord’s compliance with co-tenancy provisions.		CAM
    and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, or (ii) if there is no
    estoppel certificate, the property was underwritten as vacant. If the matters set forth in clause (i) or (ii) are so determined,
    it will be a Test pass.	
	44c	Review
    the appraisal to determine if the JPMCB Mortgage Loan is predominantly secured by a retail, office, or industrial property.
    If so, review the Diligence File to determine if lease estoppels executed within 90 days of the origination date of the JPMCB
    Mortgage Loan were received that collectively account for at least 65% of the in-place base rent for the Mortgaged Property
    or set of cross-collateralized properties that secure a JPMCB Mortgage Loan that is represented on the Certified Rent Roll.
    If so determined with respect to each part of this Test, it will be a Test pass.	Appraisal;
    Diligence File
	44d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, and subject
    to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of
    landlord’s compliance with co-tenancy provisions, the Mortgage Loan Seller had knowledge that any lease represented
    on the Certified Rent Roll was not in full force and effect. If such a notation or other indication is not found, it will
    be a Test pass.	MS
    Servicer Notices; Certified Rent Roll
	45.  Appraisal.
    The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the
    JPMCB Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who
    is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had
    no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and
    whose compensation is not affected by the approval or disapproval of the JPMCB Mortgage Loan. Each appraiser has represented
    in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards
    of Professional Appraisal Practice” as adopted by the	45a	Review
    the appraisal to determine if it was dated within 6 months of the JPMCB Mortgage Loan origination date and with 12 months
    of the Closing Date. If so determined, it will be a Test pass.	Appraisal
	45b	Review
    the appraisal to determine if it was signed by an appraiser represented to be an MAI. If so determined, it will be a Test
    pass.	Appraisal
	45c	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
    appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the	Appraisal



 

     Exhibit QQ-A-43


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Appraisal
    Standards Board of the Appraisal Foundation.		security
    of the Mortgaged Property. If so determined, it will be a Test pass.	
	45d	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
    appraiser’s compensation is not affected by the approval or disapproval of the JPMCB Mortgage Loan. If so determined,
    it will be a Test pass.	Appraisal
	45e	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional appraisal Practice” as adopted by the appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	46.  Mortgage
    Loan Schedule. The information pertaining to each JPMCB Mortgage Loan which is set forth in the Mortgage Loan Schedule
    attached as Exhibit A to the MLPA is true and correct in all material respects as of the Cut-off Date and contains all information
    required by the PSA to be contained therein.	46a	Review
    the Mortgage Loan Schedule attached as Exhibit A to the JPMCB Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report
    to determine if there are discrepancies between the documents. If there are no such discrepancies, it will be a Test pass.	JPMCB
    Mortgage Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents; PSA; Asset Summary Report
	46b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	47.  Cross-Collateralization.
    No JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage
    Pool.	47	Review
    the Mortgage Loan Documents to determine if the JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other
    JPMCB Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	48.  Advance
    of Funds by the Seller. No advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no
    funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge
    of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the JPMCB Mortgage Loan. Neither the Mortgage
    Loan Seller nor any affiliate	48a	Review
    the MS Servicer Notices for a notation or other indication that, as of the Closing Date, an advancement of funds had been
    made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the
    Mortgagor or an affiliate, directly, for, or on account of, payments due on the JPMCB Mortgage	MS
    Servicer Notices



 

     Exhibit QQ-A-44


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	thereof
    has any obligation to make any capital contribution to any Mortgagor under a JPMCB Mortgage Loan, other than contributions
    made on or prior to the Closing Date.		Loan.
    If such a notation or other indication is not found, it will be a Test pass.	
	48b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an affiliate, has an obligation to make any capital
    contribution to the Mortgagor, other than contributions made on or prior to the Closing Date. If not so determined, it will
    be a Test pass.	Mortgage
    Loan Documents
	49.  Compliance
    with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied with its internal procedures with respect to all
    applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection
    with the origination of the JPMCB Mortgage Loan.	49	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
    comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without
    limitation the USA Patriot Act of 2001 in connection with the origination of any JPMCB Mortgage Loan. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices




  

     Exhibit QQ-A-45


     


     


EXHIBIT QQ-B


 


GACC ASSET REVIEW PROCEDURES


 


Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”),
the Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance
with the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit QQ-B if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where
German American Capital Corporation is the Seller (the “GACC Mortgage Loan Purchase Agreement”). For the avoidance
of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the GACC Mortgage Loan Purchase
Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such 



 






    Exhibit QQ-B-1


     


    

 


Test if the sole
reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the
Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations
Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner
provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure 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.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ-B, and will not be obligated to perform
additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different
outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review any information
other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The Asset
Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests subject to
the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations Reviewer
shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable Test(s)
procedure when making a determination as to whether there is a Test pass.


 






    Exhibit QQ-B-2


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        1. Whole Loan; Ownership of Mortgage Loans.
        Except with respect to a GACC Mortgage Loan that is part of a Whole Loan, each GACC Mortgage Loan is a whole loan and not a participation
        interest in a GACC Mortgage Loan. Each GACC Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by
        a Mortgage Note. At the time of the sale, transfer and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any
        assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related
        Non-Serviced Trustee), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each
        GACC Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests
        on, in or to such GACC Mortgage Loan other than any servicing rights appointment or similar agreement. The Mortgage Loan Seller
        has full right and authority to sell, assign and transfer each GACC Mortgage Loan, and the assignment to Purchaser constitutes
        a legal, valid and binding assignment of such GACC Mortgage Loan free and clear of any and all liens, pledges, charges or security
        interests of any nature encumbering such GACC Mortgage Loan.
	
         

        1a
	
         

        Review the amounts listed on the original Mortgage
        Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same,
        then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged
        Property would need to be aggregated. If identified as such, it will be a Test pass.
	
         

        Mortgage; Mortgage Note; Loan agreement related to
        the GACC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases, Rents and Profits;
        and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.

	
         

        1b
	
         

        Review 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 (collectively,
        the “MS Servicer Notices”) for notation of any Mortgage Note or Mortgage that was subject to any assignment
        (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced
        Trustee for the Other Securitization), participation or pledge, or that the Mortgage Loan Seller did not have good title to, and
        was the sole owner of, each GACC Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations,
        any other ownership interests on, in or to such GACC Mortgage Loan other than any servicing rights appointment or similar agreement.
        If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        1c
	
         

        Review the MS Servicer Notices for notation of any
        claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the
        GACC Mortgage Loan. If such notation is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        1d
	
         

        Review the MS Servicer Notices for notation of
        any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of such
        GACC Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such GACC
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-3


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	Mortgage Loan. If such notation is not found, it will be a Test pass.	 
	
         

        2. Loan Document Status. Each related Mortgage
        Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or
        on behalf of the related Borrower, guarantor or other obligor in connection with such GACC Mortgage Loan is the legal, valid and
        binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any
        of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable,
        and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent
        transfer, reorganization, moratorium or other similar 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) and (ii)
        that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest,
        late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable
        by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability
        will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal
        benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

         

        Except as set forth in the immediately preceding
        sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect
        to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset,
        defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the
        GACC Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage
        or other Loan Documents.
	
         

        2a
	
         

        Review the opinion of Mortgagor’s counsel (“Mortgagor’s
        Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of
        Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor,
        guarantor or other obligor in connection with such GACC Mortgage Loan is the legal, valid and binding obligation of the related
        Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and
        any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance
        with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.
	
         

        Mortgagor’s Counsel Opinion

	
         

        2b
	
         

        Review the MS Servicer Notices for notation of any
        valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
        Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim
        or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the GACC Mortgage Loan, that
        would deny the Mortgagee (as defined in the related GACC Mortgage Loan Purchase Agreement) the principal benefits intended to be
        provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-4


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        3. Mortgage Provisions. The Loan Documents
        for each GACC Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical
        realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including
        realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.
	
         

        3
	
         

        Review the Mortgage Loan Documents and Mortgagor’s
        Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the
        holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security
        intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
        set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.
	
         

        Mortgage Loan Documents; Mortgagor’s Counsel
        Opinion

	
         

        4. Mortgage Status; Waivers and Modifications.
        Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related
        Loan Documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have
        not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged
        Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes
        with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property;
        and (c) neither the related Borrower nor the related guarantor has been released from its material obligations under the GACC Mortgage
        Loan. With respect to each GACC Mortgage Loan, except as contained in a written document included in the Mortgage File, there have
        been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such GACC
        Mortgage Loan consented to by the Mortgage Loan Seller on or after May 8, 2019.
	
         

        4a
	
         

        Review the MS Servicer Notices
        and Mortgage Loan Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered,
        satisfied, cancelled, subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage
        File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        4b
	
         

        Review the MS Servicer Notices and Mortgage Loan
        Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related
        Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation
        of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File or as
        otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.
	
         

        MS Servicer Notices; Mortgage Loan Documents

	
         

        4c
	
         

        Review the MS Servicer Notices
        and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor has been released from its
        material obligations under the GACC Mortgage Loan except by written instruments set forth in the related Mortgage File or as otherwise
        provided in
	
         

        MS Servicer Notices; Mortgage Loan Documents



 


    Exhibit QQ-B-5


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	 
	
         

        4d
	
         

        Review the MS Servicer Notices and Mortgage Loan
        Documents for notation of a modification, amendment or waiver that could be reasonably expected to have a material adverse effect
        on such GACC Mortgage Loan that was consented to by the Mortgage Loan Seller on or after May 8, 2019. If no such notation is found,
        it will be a Test pass.
	
         

        MS Servicer Notices; Mortgage Loan Documents

	
         

        5. Hospitality Provisions. The Loan Documents
        for each GACC Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes
        an executed comfort letter or similar agreement signed by the related Borrower and franchisor or licensor of such property that,
        subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable
        by the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the Non-Serviced Trust) against such franchisor or licensor
        either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing
        notice of the transfer of the Mortgage Loan to the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the seller of the
        note which is contributed to the Non-Serviced Trust or its designee providing notice of the transfer of such note to the Non-Serviced
        Trust) in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its
        designee (except in the case of a Non-Serviced Mortgage Loan) shall provide, or if neither (A) nor (B) is applicable, except in
        the case of a Non-Serviced Mortgage Loan, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf,
        a new comfort letter or similar agreement as of the Closing Date. The mortgage or related security agreement for each GACC Mortgage
        Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement
        has been filed in the appropriate filing office. For the avoidance of doubt, no representation is made as to the perfection of
        any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform
	
         

        5a
	
         

        Review the appraisals to determine if any of the
        properties are specifically identified as hospitality properties. If so, review the Mortgage File to determine if there exists
        a franchise or license agreement and executed comfort letter or other similar agreement signed by the related Mortgagor and franchisor
        or licensor that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement,
        is enforceable by the Trust against such franchisor or licensor, either (A) directly or as an assignee of the originator, or (B)
        upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the GACC Mortgage Loan to the
        Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its
        designee shall provide. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Appraisal; mortgage file; franchise agreement; Comfort
        letter or similar agreement signed by or from such franchisor

	
         

        5b
	
         

        If the appraisals specifically identify any Mortgaged
        Properties as hospitality properties, review the security agreement for each Mortgaged Property to determine if there are provisions
        related to creating a security interest in the revenues of such property. Also, review the Mortgage File to determine if there
        exist filed copies (bearing evidence of filing) or evidence of filing of any related UCC financing statements, related amendments
        and continuation statements. If so determined with respect to each part of this Test, it will
	
         

        UCC filings; Appraisal; Mortgage File



 


    Exhibit QQ-B-6


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        Commercial Code financing statements is required to effect
        such

        perfection.
	 	be a Test pass.	 
	
         

        6. Lien; Valid Assignment. Subject to the
        Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Trust (or,
        with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding assignment
        to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee). Each related Mortgage and
        Assignment of Leases, Rents and Profits is freely assignable without the consent of the related Borrower. Each related Mortgage
        is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest in the Mortgaged Property
        in the principal amount of such GACC Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined
        below) and the exceptions to representation and warranty 7 set forth in Exhibit C of the related GACC Mortgage Loan Purchase Agreement
        (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard
        Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination
        was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’
        liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related
        Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those
        which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to
        the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only)(subject to and excepting Permitted
        Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would
        be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against
        by a lender’s title insurance policy (as described below).
	
         

        6a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment of Leases, Rents
        and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee) not constituting
        a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced
        Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        6b
	
         

        Review the related Mortgage and the Assignment
        of Leases, Rents and Profits for each property for provisions to the effect that the related Mortgage and Assignment of Leases,
        Rents and Profits is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will
        be a Test pass.
	
         

        Mortgage; Assignment of Leases, Rents and Profits

	
         

        6c
	
         

        Review the Title Policy (as defined in representation
        and warranty 7) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or with respect to those
        Mortgage

         

        Loans described in representation and warranty 35
        hereof, leasehold) interest in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount of the GACC
        Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be
        a Test pass.
	
         

        Title Policy; Mortgage; Mortgage Loan Schedule

	
         

        6d
	
         

        Review the Title Policy to
        determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s liens and
        other recorded
	
         

        Title Policy



 


    Exhibit QQ-B-7


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Notwithstanding anything in the MLPA to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.	 	
        encumbrances which are prior to or equal with the
        lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a GACC Mortgage Loan that is part
        of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or
        insured against by the applicable Title Policy). If so determined, it will be a Test pass.
	 
	
         

        6e
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge
        that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and
        other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related
        Whole Loan, in the case of a GACC Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions
        and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication
        is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        6f
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could give
        rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage (which lien secures
        the related Whole Loan, in the case of a GACC Mortgage Loan that is part of a Whole Loan), except for Permitted Encumbrances and
        those which are bonded over, escrowed for or insured against by the a lender’s title insurance policy. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        6g
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-8


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        7. Permitted Liens; Title Insurance. Each
        Mortgaged Property securing a GACC Mortgage Loan is covered by an American Land Title Association loan title insurance policy or
        a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to
        be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment,
        in each case binding on the title insurer)(the “Title Policy”) in the original principal amount of such GACC
        Mortgage Loan (or with respect to a GACC Mortgage Loan secured by multiple properties, an amount equal to at least the allocated
        loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held
        in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority
        lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),
        which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due
        and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions
        (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject;
        (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and
        condominium declarations; and (f) if the related GACC Mortgage Loan is cross-collateralized and cross-defaulted with another GACC
        Mortgage Loan or a Whole Loan or is part of a Whole Loan that is cross-collateralized and cross-defaulted with another Whole Loan
        (each, a “Crossed Mortgage Loan”), the lien of the Mortgage for such other GACC Mortgage Loan that is cross-collateralized
        and cross-defaulted with such Crossed

        Mortgage Loan or with the Whole Loan of which such Crossed
	
         

        7a
	
         

        Review the Title Policy to determine if it is an
        American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved
        for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the
        amount of the GACC Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of
        principal. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Title Policy; Mortgage Loan Documents

	
         

        7b
	
         

        Review the Title Policy to determine if the first-priority
        lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is
        subject only to Permitted Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7c
	
         

        Review the Title Policy to determine if any Permitted
        Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as
        contemplated by item (f) in the definition of Permitted Encumbrances. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7d
	
         

        Review the Title Policy and MS Servicer Notices for
        a notation or other indication that the coverage is not in full force and effect as of the Closing Date, that all premiums thereon
        have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found,
        it will be a Test pass.
	
         

        Title Policy; MS Servicer Notices



 


    Exhibit QQ-B-9


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Mortgage Loan is a part, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the GACC Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	
         

        7e
	
         

        Review the MS Servicer Notices
        for a notation or other indication that the Mortgage Loan Seller, or any other holder of the GACC Mortgage Loan, has done, by act
        or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not
        found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        8. Junior Liens. It being understood that
        B notes secured by the same Mortgage as a GACC Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed
        Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no subordinate
        mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances
        and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of the representation
        in representation and warranty 6 above), and equipment and other personal property financing). Except as set forth in Schedule
        B-1 to Exhibit B to the GACC Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge of any mezzanine debt
        secured directly by interests in the related Borrower.
	
         

        8a
	
         

        Review the Title Policy to determine if there is
        any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except for any Crossed Mortgage Loans. If not
        so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        8b
	
         

        Review the Title Policy to determine if, as of origination
        and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens securing the payment of money encumbering the
        related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’
        and materialmen’s liens and equipment and other personal property financing. If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        8c
	
         

        Review the MS Servicer Notices
        for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B of the GACC Mortgage Loan Purchase Agreement,
        the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by interests in the related Mortgagor or (2)
        any subordinate
	
         

        MS Servicer Notices; GACC Mortgage Loan Purchase Agreement



 


    Exhibit QQ-B-10


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        9. Assignment of Leases, Rents and Profits.
        There exists as part of the related Mortgage File an Assignment of Leases, Rents and Profits (either as a separate instrument or
        incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a
        GACC Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases, Rents and Profits constituting security
        for the entire Whole Loan), each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment
        of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject
        only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under
        such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited
        by the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable
        law, provides that, upon an event of default under the GACC Mortgage Loan, a receiver is permitted to be appointed for the collection
        of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.
	
         

        9a
	
         

        Review the Mortgage File to determine if an Assignment
        of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File.
        If so determined, it will be a Test pass.
	
         

        Mortgage File; Assignment of Leases, Rents and Profits

	
         

        9b
	
         

        Review the Title Policy to determine if, subject
        to the Permitted Encumbrances and the Title Exceptions (and, in the case of a GACC Mortgage Loan that is part of a Whole Loan,
        subject to the related Assignment of Leases, Rents and Profits constituting security for the entire Whole Loan) the Mortgage, or
        any related Assignment of Leases, Rents and Profits, has been recorded, and creates a valid first-priority collateral assignment
        of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject
        only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor
        under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be
        limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Title Policy; Mortgage; Assignment of Leases, Rents and
        Profits

	
         

        9c
	
         

        Review the Assignment of Leases, Rents and Profits
        (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment
        of Leases, subject to applicable law, provides that upon an event of default under the GACC Mortgage Loan, a receiver is permitted
        to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents
	
         

        Assignment of Leases, Rents and Profits; Mortgage



 


    Exhibit QQ-B-11


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	or for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	 
	
         

        10. UCC Filings. If the related Mortgaged
Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or
recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements
in the appropriate public filing and/or recording offices necessary at the time of the origination of the GACC Mortgage Loan to
perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property
owned by such Borrower and located on the related Mortgaged Property (other than any non-material personal property, any personal
property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms
of the related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection
may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications,
each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty
described above. No representation is made as to the perfection of any security interest in rents or other personal property to
the extent that possession or control of such items or actions other than the filing of UCC financing statements are required
in order to effect such perfection.
	
         

        10
	
         

        If the related Mortgaged Property is operated as
        a hospitality property, review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent
        UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        11. Condition of Property. The Mortgage Loan
        Seller or the originator of the GACC Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six
        months of origination of the GACC Mortgage Loan and within twelve months of the Cut-off Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each GACC Mortgage Loan no more than twelve months prior to the Cut-off Date.
        To the Mortgage Loan Seller’s knowledge, based solely
	
         

        11a
	
         

        Review the engineering report
        or property condition assessment in the Mortgage File to determine if it is dated within six months of the origination date. If
        so determined, it will be a Test pass.
	
         

        Engineering report; Property condition assessment

	
         

        11b
	
         

        Review the engineering report
        or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off
        Date. Review the engineering report or property condition assessment to confirm that each related
	
         

        Engineering report; Property condition assessment



 


    Exhibit QQ-B-12


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the GACC Mortgage Loan.	 	Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	 
	
         

        11c
	
         

        Review the MS Servicer Notices
        for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged
        Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property
        other than those disclosed in the most recently dated engineering report or Servicing File and those addressed in sub-clauses (i),
        (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        12. Taxes and Assessments. All taxes, governmental
        assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments
        thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the
        Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid,
        or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and
        penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and
        other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the
        date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled
        to be taken by the related taxing authority.
	
         

        12
	
         

        Review the MS Servicer Notices for a notation or other
        indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
        water and sewage charges), or installments thereof, which could be a lien on the related Mortgage Property that would be of equal
        or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged
        Property have not been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably
        estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        13. Condemnation. As of the date of origination
        and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage
        Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for
        the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation
        of the
	
         

        13
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off
        Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the
        Cut-off Date and as of the origination date of any such
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-13


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Mortgaged Property.	 	proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        14. Actions Concerning Mortgage Loan. As of
        the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing Date, there was no pending or filed
        action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest
        in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such
        Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s
        ability to perform under the related GACC Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty,
        (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the
        Mortgaged Property.
	
         

        14a
	
         

        Review the Mortgage Loan Documents, the Mortgagor’s
        Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental
        investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property that existed on the origination
        date. If such an indication is not found, it will be a Test pass.
	
         

        Mortgage Loan Documents; Mortgagor’s Counsel
        Opinion; MS Servicer Notices

	
         

        14b
	
         

        Review the MS Servicer Notices to determine if an
        adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation
        involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth
        in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely
        affect the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        15. Escrow Deposits. All escrow deposits
        and payments required to be escrowed with lender pursuant to each GACC Mortgage Loan are in the possession, or under the control,
        of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in
        connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under
        the related Loan Documents are being conveyed by the Mortgage Loan Seller to Purchaser or its servicer (or, with respect to any
        Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master Servicer).
	
         

        15a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender pursuant to each
        GACC Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will
        be a Test pass.
	
         

        MS Servicer Notices

	
         

        15b
	
         

        Review the MS Servicer Notices to determine if all
        escrows and deposits required pursuant to the GACC Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Purchaser
        or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master
        Servicer). If so determined, it will be a Test
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-14


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	pass.	 
	
         

        16. No Holdbacks. The Stated Principal Balance
        as of the Cut-off Date of the GACC Mortgage Loan set forth on the mortgage loan schedule attached as Exhibit A to the MLPA
        has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases
        where the full amount of the GACC Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
        pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged
        Property, the Borrower or other considerations determined by Mortgage Loan Seller to merit such holdback).
	
         

        16a
	
         

        Review the Mortgage Loan Schedule, Loan Agreement,
        Mortgage Note and origination settlement statement to determine if the principal amount of the GACC Mortgage Loan was fully disbursed
        as of the Closing Date. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Loan Agreement; Mortgage
        Note; Origination settlement statement

	
         

        16b
	
         

        Review the Mortgage Loan Documents to determine
        if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the GACC Mortgage
        Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
        relating to leasing, repairs, or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations
        determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        17. Insurance. Each related Mortgaged Property
        is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss
        in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes
        replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying
        or financial strength rating meeting the Insurance Ratings Requirements (as defined below) in an amount (subject to a customary
        deductible) not less than the lesser of (1) the original principal balance of the GACC Mortgage Loan and (2) the full insurable
        value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and
        included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related
        Mortgaged Property.

         

        “Insurance Ratings Requirements” means either
        (i) a claims
	
         

        17a
	
         

        Review the Insurance Summary
        Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance)
        to determine if it shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss
        in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes
        replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance
        Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance
        of any GACC Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
        fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
        but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)



 


    Exhibit QQ-B-15


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        paying or financial strength rating of any of the following;
        (a) at least “A-:VIII” from A.M. Best Company, (b) at least “A3” (or the equivalent) from Moody’s
        Investors Service, Inc. or (c) at least “A-” from S&P Global Ratings or (ii) the Syndicate Insurance Ratings Requirements.
        “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of insurers, as to which (i) if
        such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that meet the Insurance Ratings
        Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage is provided by insurers that have
        a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3”
        by Moody’s Investors Service, Inc., and (ii) if such syndicate consists of 4 or fewer members, at least 75% of the coverage
        is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to
        25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-”
        by S&P Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc.

         

        Each related Mortgaged Property is also covered,
        and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject
        to a customary deductible) covers a period of not less than 12 months (or with respect to each GACC Mortgage Loan on a single asset
        with a principal balance of $50 million or more, 18 months).

         

        If any material part of the improvements, exclusive
        of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
        Agency as having special flood hazards, the related Borrower is required to maintain insurance in the maximum amount available
        under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by
        the Mortgage Loan Seller originating mortgage loans for securitization.

         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower
        is required
	 	any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	
         

        17b
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        17c
	
         

        Review the Insurance Summary
        Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance)
        to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which
        (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a GACC Mortgage Loan on a single
        asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        17d
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        17e
	
         

        Review the Mortgage Loan Documents and/or the survey
        to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area
        identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If
        so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in the maximum amount available
        under the National Flood Insurance Program plus such additional excess flood coverage in an amount as is generally required by
        the Mortgage Loan Seller originating mortgage loans for securitization. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents; Survey; Insurance Summary
        Report



 


    Exhibit QQ-B-16


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        to maintain coverage for windstorm and/or windstorm related
        perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering
        damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original
        principal balance of the Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements
        and personalty and fixtures owned by the Borrower and included in the related Mortgaged Property by an insurer meeting the Insurance
        Rating Requirements.

         

        The Mortgaged Property is covered, and required
        to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting
        the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily
        injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization, and
        in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering consultant has performed
        an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic
        condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or
        the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance,
        the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
        If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of
        the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
        S&P Global Ratings in an amount not less than 100% of the SEL or PML, as applicable.

         

        The Loan Documents require insurance proceeds in
        respect of a property loss to be applied either (a) to the repair or restoration of
	
         

        17f
	
         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance
        Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms”
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms in an amount not less than the
        lesser of (1) the original principal balance of the GACC Mortgage Loan and (2) 100% of the full insurable value on a replacement
        cost basis of the improvements, and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property
        by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a
        Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        17g
	
         

        Review the Insurance Summary Report dated before
        the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates
        of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant
        to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance
        Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and
        death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization, and in any event
        not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance); Mortgage Loan Documents

	
         

        17h
	
         

        Review the property condition
        assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering
        study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of
	
         

        Property condition assessment; Seismic engineering
        study



 


    Exhibit QQ-B-17


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        all or part of the related Mortgaged Property, with respect
        to all property losses in excess of 5% of the then outstanding principal amount of the related GACC Mortgage Loan (or Whole Loan,
        if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or
        restoration progresses, or (b) to the payment of the outstanding principal balance of such GACC Mortgage Loan (or Whole Loan, if
        applicable) together with any accrued interest thereon.

         

        All premiums on all insurance policies referred
        to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under
        the GACC Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the
        general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee
        (or, in the case of a GACC Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). Each related GACC
        Mortgage Loan obligates the related Borrower to maintain, or cause to be maintained all such insurance and, at such Borrower’s
        failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such
        Borrower for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’
        prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’
        prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by
        applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage
        Loan Seller.
	 	assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	 
	
         

        17i
	
         

        Review the most recent seismic
        engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance
        policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement costs of the
        improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined,
        determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from
        Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should be not less than
        100% of the SEL or the PML, as applicable. If so determined with respect to each part of the Test, it will be a Test pass.
	
         

        Seismic engineering study; Insurance Summary Report
        (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        17j
	
         

        Review the Mortgage Loan Documents for
provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration
of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding
principal amount of the GACC Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such
proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such GACC Mortgage
Loan or Whole Loan, as applicable, together with any accrued interest thereon. If such provisions are found, it will be a Test
pass.
	
         

        Mortgage Loan Documents

	
         

        17k
	
         

        Review
        the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such
        a notation or other indication is
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-18


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	found, it will be a Test pass.	 
	
         

        17l
	
         

        Review the Insurance Summary
        Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance)
        to determine if the insurance policies name the lender under any GACC Mortgage Loan and its successors and assigns as a loss payee
        under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
        If so determined, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        17 m
	
         

        Review the Insurance Summary Report (or solely with
        respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if
        the insurance will inure to the benefit of the Trustee (or, in the case of a GACC Mortgage Loan that is a Non-Serviced Mortgage
        Loan, the applicable Other Trustee). If so determined, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        17n
	
         

        Review the Mortgage Loan Documents to determine
        if any GACC Mortgage Loan obligates the Mortgagor to maintain, or cause to be maintained all such insurance and, at such Mortgagor’s
        failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such
        Mortgagor for related premiums. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        17o
	
         

        Review the Insurance Summary Report (or solely with
        respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if
        the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of
        termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of
        termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any
        reason other than non-payment of a premium. If so
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)



 


    Exhibit QQ-B-19


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	determined, it will be a Test pass.	 
	
         

        17p
	
         

        Review the MS Servicer Notices
        for a notation or other indication that any notice described in Test 17o may have been received by the Mortgage Loan Seller. If
        such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        18. Access; Utilities; Separate Tax Lots.
        Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access
        via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or
        has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which
        are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not
        include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy
        insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority
        for creation of separate tax lots, in which case the GACC Mortgage Loan requires the Borrower to escrow an amount sufficient to
        pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.
	
         

        18a
	
         

        Review the zoning report, Title Policy and survey,
        engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property
        is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement
        or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.
	
         

        Zoning report; Title Policy; Survey; Engineering
        report or property condition assessment; Sponsor Diligence; ESA

	
         

        18b
	
         

        Review the zoning report, Title
        Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each
        Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and
        all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be
        a Test pass.
	
         

        Zoning report; Title Policy; Survey; Engineering
        report or property condition assessment; Sponsor Diligence; ESA

	
         

        18c
	
         

        Review the Title Policy and survey to determine if each
        Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged
        Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain
        cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which
        case any GACC Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which
        the Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test pass.
	
         

        Title Policy; Survey; Mortgage Loan

        Documents



 


    Exhibit QQ-B-20


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        19. No Encroachments. To Mortgage Loan Seller’s
        knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy
        is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment)
        obtained in connection with the origination of each GACC Mortgage Loan, all material improvements that were included for the purpose
        of determining the appraised value of the related Mortgaged Property at the time of the origination of such GACC Mortgage Loan
        are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the
        value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No
        improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially
        and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under
        the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially
        and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect
        to the Title Policy.
	
         

        19a
	
         

        Review the survey and Title Policy to determine if
        all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the
        time of the origination of such GACC Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments
        that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
        were obtained under the Title Policy. If so determined, it will be a Test pass.
	
         

        Survey; Title Policy; Appraisal

	
         

        19b
	
         

        Review the survey and Title
        Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that materially
        and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements were obtained
        under the Title Policy. If not so determined, it will be a Test pass.
	
         

        Survey; Title Policy; Appraisal

	
         

        19c
	
         

        Review the survey and Title Policy to determine if
        there exist material improvements that encroach upon any easements except for encroachments the removal of which would not materially
        and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect
        to the Title Policy. If not so determined, it will be a Test pass.
	
         

        Survey; Title Policy; Appraisal

	
         

        20. No Contingent Interest or Equity Participation.
        No GACC Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature
        (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated
        Repayment Date) or an equity participation by the Mortgage Loan Seller.
	
         

        20
	
         

        Review the Mortgage Loan Documents for any shared appreciation
        feature or any other contingent interest feature, any negative amortization feature (except that an ARD Loan may provide for the
        accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation
        by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-21


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        21. REMIC. The GACC Mortgage Loan is a “qualified
        mortgage” within the meaning of Code Section 860G(a)(3)(but determined without regard to the rule in the U.S. Department
        of Treasury Regulations (the “Treasury Regulations”) Section 1.860G-2(f)(2) that treats certain defective mortgage
        loans as qualified mortgages), and, accordingly, (A) the issue price of the GACC Mortgage Loan to the related Borrower at origination
        did not exceed the non-contingent principal amount of the GACC Mortgage Loan and (B) either: (a) such GACC Mortgage Loan is secured
        by an interest in real property (including buildings and structural components thereof, but excluding personal property) having
        a fair market value (i) at the date the GACC Mortgage Loan (or related Whole Loan, if applicable) was originated at least equal
        to 80% of the adjusted issue price of the GACC Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at
        least equal to 80% of the adjusted issue price of the GACC Mortgage Loan (or related Whole Loan, if applicable) on such date, provided
        that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any
        lien on the real property interest that is senior to the GACC Mortgage Loan and (B) a proportionate amount of any lien that is
        in parity with the GACC Mortgage Loan; or (b) substantially all of the proceeds of such GACC Mortgage Loan were used to acquire,
        improve or protect the real property which served as the only security for such GACC Mortgage Loan (other than a recourse feature
        or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If the GACC
        Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section
        1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such GACC Mortgage
        Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification
        for the date the GACC Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment
        premium and yield maintenance charges applicable to the GACC Mortgage Loan constitute “customary prepayment penalties”
        within the meaning of Section 1.860G-
	
         

        21a
	
         

        Review the origination settlement statement and
        Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the
        GACC Mortgage Loan. If so determined, it will be a Test pass.
	
         

        Origination settlement statement; Mortgage Loan

	
         

        21b
	
         

        Review the most recent appraisal
        and Mortgage Loan Documents to determine if either (a) the GACC Mortgage Loan is secured by an interest in real property (including
        buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the GACC
        Mortgage Loan (or related Whole Loan, if applicable) was originated at least equal to 80% of the adjusted issue price of any GACC
        Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal
        amount of the GACC Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above,
        the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest
        that is senior to such GACC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such GACC Mortgage
        Loan; or (b) substantially all of the proceeds of such GACC Mortgage Loan were used to acquire, improve or protect the real property
        which served as the only security for such GACC Mortgage Loan (other than a recourse feature or other third-party credit enhancement
        within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.
	
         

        Appraisal; Mortgage Loan Documents

	
         

        21c
	
         

        Review the MS Servicer Notices
        for an indication or other notation that the GACC Mortgage Loan was modified prior to the Closing Date, and if so, if the modification
        was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default
        or reasonably
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-22


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	1(b)(2) of the Treasury Regulations.  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date any GACC Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	 
	
         

        21d
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges
        applicable to any GACC Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other
        indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        22. Compliance with Usury
        Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums)
        of such GACC Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations
        and other requirements pertaining to usury.
	
         

        22a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion to the effect that the terms of the GACC Mortgage Loan do not comply
        with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it
        will be a Test pass.
	
         

        MS Servicer Notices

	
         

        22b
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination
        of any GACC Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state
        or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        22c
	
         

        Review the Mortgage Loan Documents to determine if
        they provide that the GACC Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        23. Authorized to do Business. To the extent
        required under applicable law, as of the Cut-off Date or as of the date that such
	
         

        23
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any claim or assertion that as of the date
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-23


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such GACC Mortgage Loan by the Trust.	 	that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such GACC Mortgage Loan by the Trust. If so determined, it will be a Test pass.	 
	
         

        24. Trustee under Deed of Trust. With respect
        to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as
        of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed
        of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the
        Mortgage and applicable law by the related mortgagee.
	
         

        24
	
         

        Review the Mortgage Loan Documents to determine
        if a trustee is appointed. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        25. Local Law Compliance. To the Mortgage
        Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s
        letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local
        law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or,
        if applicable, manufactured housing community mortgage loans intended for securitization, with respect to the improvements located
        on or forming part of each Mortgaged Property securing a GACC Mortgage Loan as of the date of origination of such GACC Mortgage
        Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws
        (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure,
        as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure
        immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure
        immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii)
        are insured by the Title Policy or
	
         

        25a
	
         

        Review the zoning report and title policy for an
        indication that there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning
        Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a GACC
        Mortgage Loan as of the date of origination of such GACC Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off
        Date, other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may
        be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the
        inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty
        would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy
        or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage
        Loan Seller for loans originated for
	
         

        Zoning Report; Title Policy



 


    Exhibit QQ-B-24


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the GACC Mortgage Loan.  The terms of the Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.	 	securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the GACC Mortgage Loan. If such indication is found, it will be a Test pass.	 
	
         

        25b
	
         

        Review the Mortgage Loan Documents for provisions
        that require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building
        laws. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        26. Licenses and Permits. Each Borrower covenants
        in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for
        its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon
        a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance
        consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable,
        manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental
        authorizations are in effect. The GACC Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction
        in which the related Mortgaged Property is located.
	
         

        26a
	
         

        Review the Mortgage Loan Documents to determine
        if the Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for
        its operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        26b
	
         

        Review the Mortgage Loan Documents and the MS Servicer
        Notices for a notation or other indication that the Mortgage Loan Seller had knowledge that any licenses, permits, franchises,
        certificates of occupancy and applicable governmental authorizations necessary for the operation of the Mortgaged Property are
        not in effect. If such a notation or other indication is not found, it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        26c
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the related Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located.
        If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        27. Recourse Obligations. The Loan Documents
        for each GACC Mortgage Loan provide that (a) the related Borrower and at least one individual or entity shall be fully liable for
        actual losses, liabilities, costs and damages arising from certain acts of the related Borrower and/or its principals specified
        in the related Loan Documents, which acts generally include the following: (i) acts of
	
         

        27a
	
         

        Review
        the Mortgage Loan Documents for each GACC Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation
        and warranty 27. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-25


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the GACC Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.	 	 	 
	
         

        28. Mortgage Releases. The terms of the related
        Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of
        the Mortgage except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in representation
        and warranty 33), of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan
        amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the GACC Mortgage Loan, (b) upon
        payment in full of such GACC Mortgage Loan, (c) upon a Defeasance (as defined in representation and warranty 33), (d) releases
        of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on
        the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the
        origination of the GACC Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning
        requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political subdivision or authority
        thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of
        collateral (i) would not constitute a “significant modification” of the subject GACC Mortgage Loan within the meaning
        of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject GACC Mortgage Loan to fail to be a “qualified
        mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the
	
         

        28a
	
         

        Review the Mortgage Loan Documents for provisions
        stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may
        be released during the life of the GACC Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation
        and warranty 28. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        28b
	
         

        Review the Mortgage Loan Documents for provisions
        stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty
        28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject GACC
        Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject GACC
        Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee
        or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s
        delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding
        clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any
        lien on the
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-26


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        mortgagee or servicer can, in accordance with the related
        Loan Documents, condition such release of collateral on the related Borrower’s delivery of an opinion of tax counsel to the
        effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market
        value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that
        is senior to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the
        lien of the GACC Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the GACC Mortgage Loan
        (or Whole Loan, as applicable) outstanding after the release, the Borrower is required to make a payment of principal in an amount
        not less than the amount required by the REMIC Provisions.

         

        In the case of any GACC Mortgage Loan, in the event
        of a condemnation or taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof,
        whether by legal proceeding or by agreement, the Borrower can be required to pay down the principal balance of the GACC Mortgage
        Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not
        be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release
        of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair
        market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real
        property that is senior to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity
        with the lien of the GACC Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the GACC Mortgage Loan
        (or Whole Loan, as applicable).

         

        No GACC Mortgage Loan that is secured by more than
        one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged
        Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio
        and other requirements of the REMIC Provisions.
	 	real property that is senior to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the GACC Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the GACC Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	
         

        28c
	
         

        Review the Mortgage Loan Documents for provisions
        stating that in the case of any GACC Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State
        or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to
        pay down the principal balance of the GACC Mortgage Loan or Whole Loans, as applicable, in an amount not less than the amount required
        by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the
        Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from
        the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting
        the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the GACC Mortgage
        Loan and (2) a proportionate amount of any lien on the real property that is in parity with the GACC Mortgage Loan) is not equal
        to at least 80% of the remaining principal balance of the GACC Mortgage Loan or Whole Loan, as applicable. If such provisions are
        found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        28d
	
         

        Review the Mortgage Loan Documents for provisions
        stating that no GACC Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits
        the release of cross-
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-27


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	
         

        29. Financial Reporting and Rent Rolls. Each
        GACC Mortgage Loan requires the Borrower to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant
        properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties
        that have leases contributing more than 5% of the in-place base rent and annual financial statements.
	
         

        29a
	
         

        Review the Mortgage Loan Documents for provisions
        that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties)
        and annual operating statements. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        29b
	
         

        Review the Mortgage Loan Documents for provisions
        that require the Mortgagor to provide the owner or holder of the GACC Mortgage Loan with quarterly (other than for single-tenant
        properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial
        statements. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        30. Acts of Terrorism Exclusion. With respect
        to each GACC Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy
        (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the
        Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism
        Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if
        such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other GACC Mortgage Loan,
        the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance
        Rating Requirements) did not, as of the date of origination of the GACC Mortgage Loan, and, to the Mortgage Loan Seller’s
        knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism,
	
         

        30a
	
         

        Review the Mortgage Loan Documents to determine
        if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication
        that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating
        Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance
        policy related to the Mortgaged Property. If such an indication is found, it will be a Test pass.
	
         

        Mortgage Loan Documents; Insurance coverage review
        document

	
         

        30b
	
         

        Review the insurance policy to determine if, as
        of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts
        of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property
	
         

        Mortgage Loan Documents; Insurance Policy



 


    Exhibit QQ-B-28


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each GACC Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C of the related GACC Mortgage Loan Purchase Agreement; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower under each GACC Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	 	was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass.	 
	
         

        30c
	
         

        Review the Mortgage Loan Documents for provisions
        that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined
        in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may
        be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C to the applicable
        GACC Mortgage Loan Purchase Agreement, provided, that if TRIA or a similar or subsequent statute is not in effect, then, provided
        that terrorism insurance is commercially available, the Mortgagor under each GACC Mortgage Loan is required to carry terrorism
        insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the
        amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required
        under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
        and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the
        Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such
        provisions are not found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        31. Due on Sale or Encumbrance. Subject to
        specific exceptions set forth below, each GACC Mortgage Loan contains a “due on sale” or other such provision for the
        acceleration of the payment of the unpaid principal balance of such GACC Mortgage Loan if, without the consent of the holder of
        the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related
        Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Mortgage
        Loan Seller
	
         

        31a
	
         

        Review the Mortgage Loan Documents for “due
        on sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such GACC Mortgage
        Loan in the circumstances described in the first sentence of representation and warranty 31. If such provisions are found, it will
        be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        31b
	
         

        Review the Mortgage Loan Documents for provisions
        that require that if Rating Agency fees are incurred in
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-29


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred or sold (in each case a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related Loan Documents, (iii) Transfers of less than, or other than, a controlling interest in the related Borrower, (iv) Transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) Transfers of stock or similar equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters of representations and warranties 28 and 33  or the exceptions thereto set forth in Exhibit C, or (vii) by reason of any mezzanine debt that existed at the origination of the related GACC Mortgage Loan as set forth on Schedule B-1 to Exhibit B of the GACC Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Schedule B-2 to Exhibit B or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule B-3 to Exhibit B or (iv) Permitted Encumbrances.  The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	 
	 	 	 	 


 


    Exhibit QQ-B-30


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        32. Single-Purpose Entity. Each GACC Mortgage
        Loan requires the Borrower to be a Single-Purpose Entity for at least as long as the GACC Mortgage Loan is outstanding. Both the
        Loan Documents and the organizational documents of the Borrower with respect to each GACC Mortgage Loan with a Cut-off Date Stated
        Principal Balance in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each GACC Mortgage Loan with
        a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the
        Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose
        organizational documents (or if the GACC Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less,
        its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized
        solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the GACC Mortgage Loans and prohibit
        it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further
        provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets
        other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than
        as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts
        separate and apart from those of any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself
        out as a legal entity, separate and apart from any other person or entity.
	
         

        32a
	
         

        Review the Mortgage Loan Documents for provisions
        that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long
        as any GACC Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        32b
	
         

        Review the Mortgage Loan Schedule for the Cut-off
        Date Balance of the GACC Mortgage Loan. If the GACC Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $5 million,
        review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor
        to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Mortgage Loan Documents;
        Mortgagor’s organizational documents

	
         

        32c
	
         

        Review the Mortgage Loan Schedule for the Cut-off
        Date Balance of the GACC Mortgage Loan. If the GACC Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $20
        million, review the Borrower’s Counsel Opinion regarding non-consolidation of the Borrower. If such an opinion is found,
        it will be a Test pass.
	
         

        Mortgage Loan Schedule; Mortgagor’s Counsel Opinion

	
         

        33. Defeasance. With respect to any GACC
        Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents
        provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions specified in the Loan Documents;
        (ii) the GACC Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Borrower is permitted to pledge
        only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations,
        the
	
         

        33
	
         

        Review the Mortgage Loan Documents for provisions
        allowing the GACC Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described
        in clauses (i) through (vii) of representation and warranty 33. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-31


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the GACC Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the GACC Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium), and if the GACC Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the GACC Mortgage Loan; (iv) the Borrower is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v) if the Borrower would continue to own assets in addition to the Defeasance collateral, the portion of the GACC Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	
         

        34. Fixed Interest Rates. Each GACC Mortgage
        Loan bears interest at a rate that remains fixed throughout the remaining term of such GACC Mortgage Loan, except in the case of
        any ARD Loan and situations where default interest is imposed.
	
         

        34
	
         

        Review the Mortgage Loan Documents for an indication
        that the loan has a fixed interest rate that remains fixed throughout the term of such GACC Mortgage Loan, except in the case of
        any ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-32


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        35. Ground Leases. For purposes of the MLPA,
        a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the
        ground lessor conveys for a term or terms of years its entire interest in the land, or with respect to air rights leases, the air,
        and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in
        certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor
        as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement
        or other benefit.

         

        With respect to any GACC Mortgage Loan where the
        GACC Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not
        also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and
        any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns,
        the Mortgage Loan Seller represents and warrants that:

         

        (a)   The Ground Lease or a
        memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording
        in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the
        interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property
        by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related
        Mortgage;

         

        (b)   The lessor under such
        Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may
        not be amended or modified, or canceled or terminated by agreement of lessor

        and lessee, without the prior written consent
        of the lender, and no such consent has been granted by the Mortgage Loan
	
         

        35a
	
         

        Review the appraisal to determine
        if the GACC Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If
        so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the
        lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35q.
	
         

        Appraisal; Title Policy; Mortgage Loan Documents

	
         

        35b
	
         

        Review the Title Policy and Mortgage Loan Documents
        for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found,
        it will be a Test pass.
	
         

        Title Policy; Mortgage Loan Documents

	
         

        35c
	
         

        Review the Ground Lease and
        any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee is permitted
        to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns
        in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor

	
         

        35d
	
         

        Review the Ground Lease received from the ground
        lessor for a provision that the Ground Lease may not be amended or modified or canceled or terminated without the prior written
        consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the GACC Mortgage
        Loan except as reflected in any written instruments which are included in the related Mortgage File. Review the MS Servicer Notices
        for an indication of such consent granted by the Mortgage Loan Seller since the origination of the GACC Mortgage Loan except as
        reflected in any instruments including in the related Mortgage File. If such a provision is found and no indication is found, it
        will be a Test pass.
	
         

        Ground Lease; MS Servicer
        Notices; estoppel or other agreement received from ground lessor



 


    Exhibit QQ-B-33


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        Seller since the origination of the GACC Mortgage Loan
        except as reflected in any written instruments which are included in the related Mortgage File;

         

        (c)   The Ground Lease has an
        original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and
        will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the
        related GACC Mortgage Loan, or 10 years past the stated maturity if such GACC Mortgage Loan fully amortizes by the stated maturity
        (or with respect to a GACC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         

        (d)   The Ground Lease either
        (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee
        interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment
        agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

         

        (e)   The Ground Lease does
        not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder
        of the GACC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so
        assigned, it is further assignable by the holder of the GACC Mortgage Loan and its successors and assigns without the consent of
        the

        lessor;

         

        (f)   The Mortgage Loan Seller
        has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan
        Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time
        or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s
        knowledge, such Ground Lease is in full force and effect as of the Closing Date;
	
         

        35e
	
         

        Review the Ground Lease and
        any estoppel or other agreement received from the ground lessor for an indication that it has an original term (or an original
        term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either
        Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related GACC Mortgage Loan, or
        ten years past the stated maturity if such GACC Mortgage Loan fully amortizes by the stated maturity (or with respect to a GACC
        Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test
        pass.
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor

	
         

        35f
	
         

        Review the Title Policy for an indication that the
        Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
        for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance
        and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject. If either
        indication is found, it will be a Test pass.
	
         

        Title Policy; SNDA

	
         

        35g
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from the ground lessor for an indication that the Ground Lease does not place commercially unreasonable restrictions
        on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the GACC Mortgage Loan and its successors
        and assigns without the consent of the lessor thereunder. If such indication is found, it will be a Test pass.
	
         

        Ground Lease; estoppel

	
         

        35h
	
         

        Review the Ground Lease for an indication that in
        the event it is so assigned, it is further assignable by the holder of the GACC Mortgage Loan and its successors and assigns without
        the consent of the lessor. If such
	
         

        Ground Lease



 


    Exhibit QQ-B-34


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        (g)   The Ground Lease or ancillary
        agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides
        that no notice of default or termination is effective against the lender unless such notice is given to the lender;

         

        (h)   A lender is permitted
        a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the
        Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt
        of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)    The Ground Lease does
        not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection
        with loans originated for securitization;

         

        (j)    Under the terms of the
        Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related
        insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de
        minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause
        (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so
        long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed
        by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
        principal balance of the GACC Mortgage Loan, together with any accrued interest;

         

        (k)   In the case of a total
        or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage
        (taken together), any related insurance proceeds, or portion of the condemnation award
	 	indication is found, it will be a Test pass.	 
	
         

        35i
	
         

        Review the MS Servicer Notices
        for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of
        such Ground Lease. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        35j
	
         

        Review the MS Servicer Notices for notation that
        to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the
        passage of time or giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation
        is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        35k
	
         

        Review the MS Servicer Notices for a notation that
        to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no
        such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        35l
	
         

        Review the Ground Lease and any ancillary agreement
        between the lessor and lessee for provisions that the lessor is required to give to the lender written notice of any default, and
        provide that no notice of default or termination is effective against the lender unless such notice is given to the lender. If
        such provisions are found, it will be a Test pass.
	
         

        Ground Lease; ancillary agreement

	
         

        35 m
	
         

        Review the Ground Lease and Related Documents for
        provisions that the lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession
        of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
        is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such
        provisions are found, it will be a Test pass.
	
         

        Ground Lease and Related Documents



 


    Exhibit QQ-B-35


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        allocable to ground lessee’s interest in respect
        of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will
        be applied first to the payment of the outstanding principal balance of the GACC Mortgage Loan, together with any accrued interest;
        and

         

        (l)    Provided that the lender
        cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon
        termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	
         

        35n
	
         

        Review the Ground Lease for provisions that impose
        any commercially unreasonable restrictions on subletting in connection with loans originated for securitization. If no such provisions
        are found, it will be a Test pass.
	
         

        Ground Lease

	
         

        35o
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from the ground lessor and the related Mortgage and the Mortgage Loan Documents for an indication that any related
        insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de
        minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause
        (34(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as
        such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed
        by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
        principal balance of the GACC Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test
        pass.
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor; Mortgage Loan Documents

	
         

        35p
	
         

        Review the Ground Lease and any estoppel or other
        agreement received from ground lessor and the Mortgage Loan Documents for an indication that, in the case of a total or substantially
        total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together),
        any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect
        of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will
        be applied first to the payment of the outstanding principal balance of the GACC Mortgage Loan, together with any accrued
	
         

        Ground Lease; estoppel or other agreement received
        from ground lessor; Mortgage Loan Documents



 


    Exhibit QQ-B-36


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	interest. If such an indication is found, it will be a Test pass.	 
	
         

        35q
	
         

        Review the Ground Lease for
        provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed
        to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground
        Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.
	
         

        Ground Lease

	
         

        36. Servicing. The servicing and collection
        practices used by the Mortgage Loan Seller with respect to the GACC Mortgage Loan have been, in all respects, legal and have met
        customary industry standards for servicing of commercial loans for conduit loan programs.
	
         

        36
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan
        Seller with respect to the GACC Mortgage Loan was not in all material respects legal, or in accordance customary industry standards
        for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a
        Test pass.
	
         

        MS Servicer Notices

	
         

        37. Origination and Underwriting. The origination
        practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect
        to each GACC Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such GACC Mortgage
        Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state
        or local law relating to the origination of such GACC Mortgage Loan; provided that such representation and warranty does
        not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the GACC
        Mortgage Loan Purchase Agreement.
	
         

        37
	
         

        Review the MS Servicer Notices for notation to the
        effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not
        the originator) with respect to each GACC Mortgage Loan have not been, in all material respects, legal and as of the date of its
        origination, such GACC Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from,
        all requirements of federal, state or local law relating to the origination of such GACC Mortgage Loan; provided that representation
        and warranty 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in
        Exhibit C to the GACC Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices; GACC Mortgage Loan Purchase Agreement

	
         

        38. No Material Default; Payment Record. No GACC
        Mortgage Loan has been more than 30 days delinquent, without giving effect
	
         

        38a
	
         

        Review the MS Servicer Notices for notation that (i) the
        GACC Mortgage Loan has been more than 30 days
	
         

        MS Servicer Notices



 


    Exhibit QQ-B-37


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	to any grace or cure period, in making required payments since origination, and as of the date hereof, no GACC Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related GACC Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the GACC Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit B to the GACC Mortgage Loan Purchase Agreement.  No person other than the holder of such GACC Mortgage Loan may declare any event of default under the GACC Mortgage Loan or accelerate any indebtedness under the Loan Documents.	 	delinquent, giving effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the GACC Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	 
	
         

        38b
	
         

        Review the MS Servicer Notices for notation of the
        Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the
        related GACC Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or
        with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of
        acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially
        and adversely affects the value of the GACC Mortgage Loan or the value, use or operation of the related Mortgaged Property. If
        no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        39. Bankruptcy. As of the date of origination
        of the related GACC Mortgage Loan and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no related Borrower,
        guarantor or tenant occupying a single tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
	
         

        39
	
         

        Review the Lexis/Nexis (or comparable search) and the
        MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in,
        a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test
        pass.
	
         

        Lexis/Nexis (or comparable) search; MS Servicer Notices

	
         

        40. Organization of Mortgagor. With respect
        to each GACC Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower
        in connection with the origination of such GACC Mortgage Loan, the Borrower is an entity organized under the laws of a state of
        the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage
        Loan, no GACC Mortgage Loan
	
         

        40a
	
         

        Review the organizational documents
        of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity organized under the laws
        of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is
        found, it will be a Test pass.
	
         

        Organizational Documents of the Mortgagor

	
         

        40b
	
         

        Review the MS Servicer Notices to determine if there
	
         

        MS Servicer Notices; Prospectus



 


    Exhibit QQ-B-38


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan.  (An “Affiliate” for purposes of this paragraph (40) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)	 	is any indication that, except with respect to any GACC Mortgage Loan that is a cross-collateralized and Crossed Mortgage Loan, no GACC Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another GACC Mortgage Loan. If such an indication is found, it will be a Test pass.	 
	
         

        41. Environmental Conditions. A Phase I environmental
        site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain GACC Mortgage Loans,
        a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable
        environmental consultant in connection with such GACC Mortgage Loan within 12 months prior to its origination date (or an update
        of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions
        (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related
        Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii)
        if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one
        of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient
        to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition
        has been escrowed by the related Borrower and is held or controlled by the related lender; (B) if the only Environmental Condition
        relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and
        the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to
        be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition
        identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and,
        if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority
        (or the

        Environmental Condition affecting the related Mortgaged
        Property
	
         

        41a
	
         

        Review any ESA (as defined
        in representation and warranty 41) for indication that it met the ASTM requirements and was conducted by a reputable environmental
        consultant within 12 months prior to the origination date of the Mortgage Loan (or an update of a previous ESA prepared). If such
        an indication is found, it will be a Test pass.
	
         

        ESA

	
         

        41b
	
         

        Review the ESA for an indication that it identified
        (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property or (ii) the need for further investigation
        with respect to any Environmental Condition that was identified. If no such indication is found, it will be a Test pass.
	
         

        ESA

	
         

        41c
	
         

        Review the ESA for an indication
        that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need
        for further investigation with respect to any Environmental Condition that was identified. If such an indication is found, the
        following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will
        be a Test pass.
	
         

        ESA; Escrow Statements; Mortgage

        Loan Documents

	 	
         

        1. Review escrow statements for an indication that
        an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any
        material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and
        is held by the related Mortgagee.
	
         

        Escrow statements

	 	
         

        2. Review the ESA for an indication that if the only
	
         

        ESA; Mortgage Loan Documents



 


    Exhibit QQ-B-39


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 
	 	
         

        3. Review any no further action or closure letter
        from the applicable governmental regulatory authority or a reputable environmental consultant for an indication that any Environmental
        Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date.
	
         

        No further action or closure letter regarding Environmental
        Condition

	 	
         

        4. Review the insurance coverage review documents
        for an indication that a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability
        for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
        Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.
	
         

        Insurance coverage review documents

	 	
         

        5. Review the Mortgage Loan Documents for an indication
        that a party not related to the Mortgagor was identified as the responsible party for the Environmental Condition and such responsible
        party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.
	
         

        Mortgage Loan Documents

	 	
         

        6. Review the Mortgage Loan Documents for an indication
        that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address
        the situation is required to take action.
	
         

        Mortgage Loan Documents

	
         

        41d
	
         

        Review the MS Servicer Notices for notation of the Mortgage
        Loan Seller’s knowledge of any
	
         

        MS Servicer Notices; ESA



 


    Exhibit QQ-B-40


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	environmental condition at the Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	 
	
         

        42. Appraisal. The Servicing File contains
        an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the GACC Mortgage Loan origination date,
        and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute
        (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property
        is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements
        of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
        Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower
        or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the GACC Mortgage
        Loan.
	
         

        42a
	
         

        Review the appraisal to determine if it was dated within
        6 months of the GACC Mortgage Loan origination date and within 12 months of the Closing Date. If so determined, it will be a Test
        pass.
	
         

        Appraisal

	
         

        42b
	
         

        Review the appraisal to determine
        if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser had no interest, direct or
        indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined,
        it will be a Test pass.
	
         

        Appraisal

	
         

        42c
	
         

        Review the appraisal to determine
        if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and/or has been licensed and
        certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser’s compensation is
        not affected by the approval or disapproval of the GACC Mortgage Loan. If so determined, it will be a Test pass.
	
         

        Appraisal

	
         

        42d
	
         

        Review the appraisal to determine
        if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards
        of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined,
        it will be a Test pass.
	
         

        Appraisal

	
         

        43. Mortgage Loan Schedule. The information
        pertaining to each GACC Mortgage Loan which is set forth in the mortgage loan schedule attached as Exhibit A to the MLPA
        is true and correct in all material respects as of the Cut-off Date and contains all information required by the MLPA to be contained
        therein.
	
         

        43a
	
         

        Review the Mortgage Loan Schedule
        attached as an exhibit to the related GACC Mortgage Loan Purchase Agreement and compare it to the corresponding information in
        (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if there are
        discrepancies between the documents. If there are no such
	
         

        Mortgage Loan Schedule; Annex A to Prospectus; Mortgage
        Loan Documents; Pooling and Servicing Agreement; Asset summary report



 


    Exhibit QQ-B-41


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	discrepancies, it will be a Test pass.	 
	
         

        43b
	
         

        Compare the information in
        the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies, it will be
        a Test pass.
	
         

        Mortgage Loan Schedule; PSA

	
         

        44. Cross-Collateralization. No GACC Mortgage
        Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except (i) with respect to any
        GACC Mortgage Loan that is part of a Whole Loan, any other mortgage loan that is part of such Whole Loan and (ii) with respect
        to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted with
        such Mortgage Loan or with a Whole Loan of which such Mortgage Loan is a part.
	
         

        44
	
         

        Review the Mortgage Loan Documents to determine if
        the GACC Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool,
        except (i) with respect to any GACC Mortgage Loan that is part of a Whole Loan, any other mortgage loan that is part of such Whole
        Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized
        and cross-defaulted with such GACC Mortgage Loan or with a Whole Loan of which such GACC Mortgage Loan is a part. If not so determined,
        it will be a Test pass.
	
         

        Mortgage Loan Documents

	
         

        45. Advance of Funds by Mortgage Loan Seller.
        After origination, no advance of funds has been made by the Mortgage Loan Seller to the related Borrower other than in accordance
        with the Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other
        than the related Borrower or an affiliate for, or on account of, payments due on the GACC Mortgage Loan (other than as contemplated
        by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a
        lender-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither the Mortgage Loan Seller
        nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a GACC Mortgage Loan, other
        than contributions made on or prior to the date hereof.
	
         

        45a
	
         

        Review the MS Servicer Notices
        for a notation or other indication that an advancement of funds after origination had been made by the Mortgage Loan Seller to
        the related Mortgagor other than in accordance with the Mortgage Loan Documents, or that funds have been received from any person
        other than the related Mortgagor or an Affiliate for, or on account of, payments due on the GACC Mortgage Loan (other than as contemplated
        by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s)
        into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents). If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        45b
	
         

        Review the Mortgage Loan Documents to determine
        if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a GACC
        Mortgage Loan, other than
	
         

        Mortgage Loan Documents



 


    Exhibit QQ-B-42


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	 
	
         

        46. Compliance with Anti-Money Laundering Laws.
        Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including
        without limitation the USA Patriot Act of 2001 with respect to the origination of the GACC Mortgage Loan, the failure to comply
        with which would have a material adverse effect on the GACC Mortgage Loan.
	
         

        46
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect
        to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection
        with the origination of any GACC Mortgage Loan, the failure to comply with which would have a material adverse effect on the GACC
        Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices







    Exhibit QQ-B-43


     


    

 


EXHIBIT
QQ-C


 


CREFI
ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset
Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this
Exhibit QQ-C if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard
that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or,
solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where
CREFI is the Seller (the “CREFI Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection
with the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer shall take into account
any exceptions to such representation and warranty described in the CREFI Mortgage Loan Purchase Agreement with respect to a Mortgage
Loan, and a Test pass shall be deemed to have occurred with respect to



 






     Exhibit QQ-C-1


     


    

 


such
Test if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the
                                         Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a
                                         determination by the Asset Representations Reviewer that the documentation included in
                                         the Review Materials (after making such request for any missing documents in the manner
                                         provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         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.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ-C, and will not
be obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials
could produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required
to review any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited
Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant
to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset
Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to
in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 






     Exhibit QQ-C-2


     


    

 



	Representations
    and Warranties	 	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a CREFI Mortgage Loan that is part of a Whole Loan,
    each CREFI Mortgage Loan is a whole loan and not a participation interest in a CREFI Mortgage Loan. Each CREFI Mortgage Loan
    that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note. At the time of the sale, transfer
    and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage
    Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee), participation or pledge,
    and the Mortgage Loan Seller had good title to, and was the sole owner of, each CREFI Mortgage Loan free and clear of any
    and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such CREFI Mortgage
    Loan other than any servicing rights appointment or similar agreement. The Mortgage Loan Seller has full right and authority
    to sell, assign and transfer each CREFI Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding
    assignment of such CREFI Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any
    nature encumbering such CREFI Mortgage Loan.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the
    Mortgage Loan Schedule. If the amounts are the same, then such CREFI Mortgage Loan would be considered a Whole Loan. If there
    is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such,
    it will be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the CREFI Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan
    Documents”); Mortgage Loan Schedule.
	1b	Review
    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 (collectively, the “MS Servicer Notices”) for notation of any Mortgage
    Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to
    any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee for the Other Securitization), participation or pledge,
    or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each CREFI Mortgage Loan free and
    clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such
    CREFI Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will
    be a Test pass.	MS
    Servicer Notices
	1c	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right
    and authority to sell, assign and transfer the CREFI Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	1d	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting
    a legal, valid and binding assignment of such CREFI Mortgage Loan free and clear of any and all liens, pledges, charges or
    security interests of any nature encumbering such CREFI	MS
    Servicer Notices



 

     Exhibit QQ-C-3


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			Mortgage
    Loan. If such notation is not found, it will be a Test pass.	
	2.
    Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate
    instrument), guaranty and other agreement executed by or on behalf of the related borrower, guarantor or other obligor in
    connection with such CREFI Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or
    other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state
    anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
    except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
    or other similar 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) and (ii) that certain provisions
    in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or
    prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or
    under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability
    will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s realization of the
    principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

    

    Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
    available to the related Borrower with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including,
    without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan
    Seller in connection with the origination of the CREFI Mortgage Loan, that would deny the mortgagee the principal benefits
    intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.	2a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it
    contains language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument),
    guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with
    such CREFI Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject
    to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in
    representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	2b	Review
    the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related
    Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without
    limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in
    connection with the origination of the CREFI Mortgage Loan, that would deny the Mortgagee (as defined in the related CREFI
    Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage
    Loan Documents. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices



 

     Exhibit QQ-C-4


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	3.
    Mortgage Provisions. The Loan Documents for each CREFI Mortgage Loan contain provisions that render the rights and
    remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits
    of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure
    subject to the limitations set forth in the Standard Qualifications.	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
    provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
    Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or,
    if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
    Mortgage File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage, Mortgage Note,
    Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled,
    subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from
    the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such
    Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Borrower
    nor the related guarantor has been released from its material obligations under the CREFI Mortgage Loan. With respect to each
    CREFI Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications,
    amendments or waivers, that could be reasonably expected to have a material adverse effect on such CREFI Mortgage Loan consented
    to by the Mortgage Loan Seller on or after May 8, 2019.	4a	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been
    waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect since origination through
    the Closing Date, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related
    Mortgage Loan Documents. If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	4b	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof
    has been released from the lien of the related Mortgage through the Closing Date in any manner which materially interferes
    with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged
    Property except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage
    Loan Documents. If no such indication is found, it will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Documents
	4c	Review
    the MS Servicer Notices and Mortgage Loan Documents for notation that neither the related Borrower nor the related guarantor
    has been released from its material obligations under the CREFI Mortgage Loan prior to the Closing Date except by	MS
    Servicer Notices; Mortgage Loan Documents



 

     Exhibit QQ-C-5


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			written
    instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no
    such notation is found, it will be a Test pass.	
	4d	Review
    the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be reasonably
    expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan Seller on or after
    May 8, 2019. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Documents
	5.
    Hospitality Provisions. The Mortgage Loan documents for each CREFI Mortgage Loan that is secured by a hospitality property
    operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the
    related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license
    agreement and comfort letter or similar agreement, is enforceable by the Trust (or, in the case of a Non-Serviced Mortgage
    Loan, by the Non-Serviced Securitization Trust) against such franchisor or licensor either (A) directly or as an assignee
    of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of
    the CREFI Mortgage Loan to the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the seller of the note which is
    contributed to the Non-Serviced Securitization Trust or its designee providing notice of the transfer of such note to the
    Non-Serviced Securitization Trust) in accordance with the terms of such executed comfort letter or similar agreement, which
    the Mortgage Loan Seller or its designee (except in the case of a Non-Serviced Mortgage Loan) shall provide, or if neither
    (A) nor (B) is applicable, except in the case of a Non-Serviced Mortgage Loan, the Mortgage Loan Seller or its designee shall
    apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The mortgage or
    related security agreement for each CREFI Mortgage Loan secured by a hospitality property creates a security interest in the
    revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance
    of doubt, no representation is made as to the	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
    the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar
    agreement signed by the related Mortgagor and franchisor or licensor that, subject to the applicable terms of such franchise
    or license agreement and comfort letter or similar agreement, is enforceable by the Trust (or, in the case of a Non-Serviced
    Mortgage Loan, by the Non-Serviced Securitization Trust) against such franchisor or licensor, either (A) directly or as an
    assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer
    of the CREFI Mortgage Loan to the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the seller of the note which
    is contributed to the Non-Serviced Securitization Trust or its designee providing notice of the transfer of such note to the
    Non-Serviced Securitization Trust) in accordance with the terms of such executed comfort letter or similar agreement, which
    the Mortgage Loan Seller or its designee (except in the case of a Non-Serviced Mortgage Loan) shall provide. If so determined
    with respect to each part of this Test, it will be a Test pass.	Appraisal;
    mortgage file; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor
	5b	If
    the appraisals specifically identify any Mortgaged	UCC
    filings; Appraisal; Mortgage File



 

     Exhibit QQ-C-6


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	perfection
    of any security interest in revenues to the extent that possession or control of such items or actions other than the filing
    of Uniform Commercial Code financing statements is required to effect such perfection.		Properties
    as hospitality properties, review the security agreement for each Mortgaged Property to determine if there are provisions
    related to creating a security interest in the revenues of such property. Also, review the Mortgage File to determine if there
    exist filed copies (bearing evidence of filing) or evidence of filing of any related UCC financing statements, related amendments
    and continuation statements. If so determined with respect to each part of this Test, it will be a Test pass.	
	6.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment
    of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
    Trustee) constitutes a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan,
    to the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable
    without the consent of the related Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related
    Borrower’s fee or leasehold interest in the Mortgaged Property in the principal amount of such CREFI Mortgage Loan or
    allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and
    warranty 7 set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement (each such exception, a “Title
    Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property
    (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date,
    to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s
    liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures
    the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), except those which are bonded
    over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Mortgage
    Loan Seller’s knowledge and subject to the rights of tenants (as tenants	6a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage
    or Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced
    Mortgage Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	6b	Review
    the related Mortgage and the Assignment of Leases, Rents and Profits for each property for provisions to the effect that the
    related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related Borrower.
    If no such provision is found, it will be a Test pass.	Mortgage;
    Assignment of Leases, Rents and Profits
	6c	Review
    the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the
    related Borrower’s fee or leasehold) interest in the Mortgaged Property. Compare the amount of the Title Policy to the
    principal amount of the CREFI Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such
    determination is made, it will be a Test pass.	Title
    Policy; Mortgage; Mortgage Loan Schedule
	6d	Review
    the Title Policy to determine if the Mortgaged	Title
    Policy



 

     Exhibit QQ-C-7


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	only)(subject
    to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any
    such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded
    over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything
    herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal
    property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code
    (“UCC”) financing statements is required in order to effect such perfection.		Property
    was free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which
    are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI
    Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded
    over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	
	6e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage
    Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage
    (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) (other than
    Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable
    Title Policy). If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	6f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
    there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
    with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that
    is part of a Whole Loan), except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against
    by the a lender’s title insurance policy. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	6g	Review
    the MS Servicer Notices for a notation or other	MS
    Servicer Notices



 

     Exhibit QQ-C-8


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			indication
    of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related
    Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and
    marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication
    is not found, it will be a Test pass.	
	7.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a CREFI Mortgage Loan is covered by an American
    Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in
    the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with
    escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title
    Policy”) in the original principal amount of such CREFI Mortgage Loan (or with respect to a CREFI Mortgage Loan
    secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for
    each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for
    the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which lien
    secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), which lien is subject
    only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b)
    covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general
    and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject;
    (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property
    and condominium declarations; and (f) if the related CREFI Mortgage Loan is cross-collateralized and cross-defaulted with
    another CREFI Mortgage Loan or a Whole Loan or is part of a Whole Loan that is cross-collateralized and cross-defaulted with
    another Whole Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for such	7a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to
    determine if the amount of the policy covers the amount of the CREFI Mortgage Loan, or for multiple properties, an amount
    equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test,
    it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	7b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the
    case of a CREFI Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation
    and warranty 7. If so determined, it will be a Test pass.	Title
    Policy
	7c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances. If
    not so determined, it will be a Test pass.	Title
    Policy
	7d	Review
    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect
    as of the Cut-off Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller.
    If no	Title
    Policy; MS Servicer Notices



 

     Exhibit QQ-C-9


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	other
    CREFI Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan or with the Whole Loan
    of which such Crossed Mortgage Loan is a part, provided that none of which items (a) through (f), individually or in
    the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security
    intended to be provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively,
    the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none
    of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related
    Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect,
    all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have
    been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder
    of the CREFI Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title
    Policy.		such
    notation or other indication is found, it will be a Test pass.	
	7e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the CREFI
    Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such
    a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	8.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a CREFI Mortgage Loan are not subordinate
    mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s
    knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the
    related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and
    materialmen’s liens (which are the subject of the representation in representation and warranty 6 above), and equipment
    and other personal property financing). Except as set forth in Schedule B-1 to Exhibit B to the MLPA, the Mortgage Loan Seller
    has no knowledge of any mezzanine debt secured directly by interests in the related Borrower.	8a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property
    as of the origination date, except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title
    Policy
	8b	Review
    the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage
    liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title
    Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property
    financing. If so determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B to the related
    CREFI Mortgage Loan	MS
    Servicer Notices; CREFI Mortgage Loan Purchase Agreement



 

     Exhibit QQ-C-10


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			Purchase
    Agreement, the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests in the related Borrower
    or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property
    (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
    liens If such a notation or other indication is not found, it will be a Test pass.	
	9.
    Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases,
    Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances
    and the Title Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject to the related Assignment
    of Leases, Rents and Profits constituting security for the entire Whole Loan), each related Assignment of Leases, Rents and
    Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents
    and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise
    certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate
    the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related
    Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of default
    under the CREFI Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee
    to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.	9a	Review
    the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated
    into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases, Rents and Profits
	9b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded,
    and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents
    and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise
    certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate
    the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications and subject to
    the Permitted Encumbrances and the Title Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan,
    subject to the related Assignment of Lease, Rents and Profits constituting security for the entire Whole Loan). If so determined
    with respect to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage; Assignment of Leases, Rents and Profits
	9c	Review
    the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) to
    determine if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event
    of default under the CREFI Mortgage Loan, a receiver is permitted to be	Assignment
    of Leases, Rents and Profits; Mortgage



 

     Exhibit QQ-C-11


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			appointed
    for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for
    the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If
    so determined, it will be a Test pass.	
	10.
    UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has
    filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper
    form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary
    at the time of the origination of the CREFI Mortgage Loan to perfect a valid security interest in all items of physical personal
    property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on the related Mortgaged
    Property (other than any non-material personal property, any personal property subject to a purchase money security interest,
    a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other personal
    property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law
    by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document)
    creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is
    made as to the perfection of any security interest in rents or other personal property to the extent that possession or control
    of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	10	If
    the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other
    indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not
    found, it will be a Test pass.	MS
    Servicer Notices
	11.
    Condition of Property. The Mortgage Loan Seller or the originator of the CREFI Mortgage Loan inspected or caused to
    be inspected each related Mortgaged Property within six months of origination of the CREFI Mortgage Loan and within twelve
    months of the Cut-off Date.

    

    An engineering report or property condition assessment was prepared in connection with the origination of each CREFI	11a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if the related Mortgage Property
    was inspected within six months of the origination date and within twelve months of the Cut-off Date. If so determined, it
    will be a Test pass.	Engineering
    report; Property condition assessment
	11b	Review
    the engineering report or property condition	Engineering
    report; Property condition



 

     Exhibit QQ-C-12


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon
    due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date,
    each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that is
    estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination
    and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged
    Property as security for the CREFI Mortgage Loan.		assessment
    in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date. Review the engineering
    report or property condition assessment to confirm that each related Mortgaged Property is free of material damage. If so
    determined with respect to each part of the Test, it will be a Test pass.	assessment
	11c	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the
    physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on
    the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing
    File and those addressed in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	12.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that
    would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent
    in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient
    to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation
    and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof
    shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable
    thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	12	Review
    the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding
    governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a
    lien on the related Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior
    to the Cut-off Date have come delinquent in respect of the Mortgaged Property (per the terms within representation and warranty
    12) have not been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably
    estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test
    pass.	MS
    Servicer Notices
	13.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date,
    there is no proceeding pending, and, to the Mortgage Loan Seller’s	13	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
    condemnation of such Mortgaged	MS
    Servicer Notices



 

     Exhibit QQ-C-13


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	knowledge
    as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation
    of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.		Property
    as of the Cut-off Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller
    had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a material adverse
    effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will
    be a Test pass.	
	14.
    Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as
    of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving
    any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably
    be expected to materially and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity
    or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related CREFI Mortgage Loan, (d)
    such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to
    be provided by the Loan Documents or (f) the current principal use of the Mortgaged Property.	14a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending
    or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s
    interest in the Mortgaged Property that existed on the origination date (and with respect to the Mortgage Loan Seller’s
    knowledge, as of the Cut-off Date). If such an indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices
	14b	Review
    the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding,
    arbitration or governmental investigation involving any Borrower, guarantor, or Mortgaged Property would reasonably be expected
    to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome
    would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty
    14, it will be a Test pass.	MS
    Servicer Notices
	15.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each CREFI Mortgage
    Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies
    (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right
    thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage
    Loan Seller to	15a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with
    the lender pursuant to each CREFI Mortgage Loan not in the servicer’s possession or control. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	15b	Review
    the MS Servicer Notices to determine if all	MS
    Servicer Notices



 

     Exhibit QQ-C-14


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Purchaser
    or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced
    Master Servicer).		escrows
    and deposits required pursuant to the CREFI Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Purchaser
    or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced
    Master Servicer). If so determined, it will be a Test pass.	
	16.
    No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the CREFI Mortgage Loan set forth on the mortgage
    loan schedule attached as Exhibit A to the MLPA has been fully disbursed as of the Closing Date and there is no requirement
    for future advances thereunder (except in those cases where the full amount of the CREFI Mortgage Loan has been disbursed
    but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating
    to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations
    determined by Mortgage Loan Seller to merit such holdback).	16a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the CREFI Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	16b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
    cases where the full amount of the CREFI Mortgage Loan has been disbursed but a portion thereof is being held in escrow or
    reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect
    to the related Mortgaged Property, the Borrower or other considerations determined by the Mortgage Loan Seller to merit such
    holdback). If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	17.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a
    property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss
    form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
    of the related Loan Documents and having a claims-paying or financial strength rating meeting the Insurance Ratings Requirements
    (as defined below) in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal
    balance of the CREFI Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture,
    furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged Property (with no deduction for physical
    depreciation), but, in any event,	17a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance
    policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements (as defined in representation and warranty 17), in an amount (subject
    to customary deductibles) not less than the lesser of (1) the original principal balance of the CREFI Mortgage Loan and (2)	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)



 

     Exhibit QQ-C-15


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	not
    less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
    provisions with respect to the related Mortgaged Property.

    

    “Insurance Ratings Requirements” means either (i) a claims paying or financial strength rating of any of the following;
    (a) at least “A-:VIII” from A.M. Best Company, (b) at least “A3” (or the equivalent) from Moody’s
    Investors Service, Inc. or (c) at least “A-” from S&P Global Ratings or (ii) the Syndicate Insurance Ratings
    Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of insurers,
    as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that
    meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage is
    provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global
    Ratings or at least “Baa3” by Moody’s Investors Service, Inc., and (ii) if such syndicate consists of 4
    or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under
    clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims paying
    or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3” by Moody’s
    Investors Service, Inc.

    

    Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business
    interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months
    (or with respect to each CREFI Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

    

    If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
    in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is
    required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional
    excess flood coverage in an amount as is generally required by the		the
    full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned
    by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not
    less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
    provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	
	17b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	17c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption
    or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
    to a CREFI Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions
    are found, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	17e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
    lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
    Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether
    the Mortgagor	Mortgage
    Loan Documents; Survey; Insurance Summary Report



 

     Exhibit QQ-C-16


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan Seller originating mortgage loans for securitization.

    

    If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
    Georgia, South Carolina or North Carolina, the related Borrower is required to maintain coverage for windstorm and/or windstorm
    related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement
    covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser
    of (1) the original principal balance of the Mortgage Loan and (2) 100% of the full insurable value on a replacement cost
    basis of the improvements and personalty and fixtures owned by the Borrower and included in the related Mortgaged Property
    by an insurer meeting the Insurance Rating Requirements.

    

    The Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general
    liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property
    damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by
    the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence
    and $2 million in the aggregate.

    

    An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
    zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
    either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for
    the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year
    return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that
    the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance
    on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or		maintains
    insurance in the maximum amount available under the National Flood Insurance Program plus such additional excess flood coverage
    in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined,
    it will be a Test pass.	
	17f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia,
    South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm
    and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm
    related perils and/or named storms in an amount not less than the lesser of (1) the original principal balance of the Mortgage
    Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements, and personalty and fixtures
    owned by the Mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.
    If so determined with respect to each part of this Test, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property
    is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller
    for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.
    If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents



 

     Exhibit QQ-C-17


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	“A3”
    (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings in an amount
    not less than 100% of the SEL or PML, as applicable.

    

    The Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration
    of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding
    principal amount of the related CREFI Mortgage Loan (or Whole Loan, if applicable), the lender (or a trustee appointed by
    it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of
    the outstanding principal balance of such CREFI Mortgage Loan (or Whole Loan, if applicable) together with any accrued interest
    thereon.

    

    All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid,
    and such insurance policies name the lender under the CREFI Mortgage Loan and its successors and assigns as a loss payee under
    a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.
    Such insurance policies will inure to the benefit of the Trustee (or, in the case of a CREFI Mortgage Loan that is a Non-Serviced
    Mortgage Loan, the applicable Other Trustee). Each related CREFI Mortgage Loan obligates the related Borrower to maintain
    all such insurance and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the
    Borrower’s cost and expense and to charge such Borrower for related premiums. All such insurance policies (other than
    commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising
    because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or
    such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment
    of a premium and no such notice has been received by the Mortgage Loan Seller.	17h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review
    the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the
    sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
    for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years
    and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	17i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of
    the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property
    was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3”
    (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance
    amount should be not less than 100% of the SEL or the PML, as applicable. If so determined with respect to each part of the
    Test, it will be a Test pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies
    and/or certificates of insurance)
	17j	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either
    (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in
    excess of 5% of the then-outstanding principal amount of the CREFI Mortgage Loan, the lender (or a trustee appointed by it)
    having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the
    outstanding principal balance of such CREFI Mortgage Loan or Whole Loan, as	Mortgage
    Loan Documents



 

     Exhibit QQ-C-18


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			applicable,
    together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	
	17k	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If
    such a notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	17l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies name the lender under any CREFI Mortgage Loan and
    its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
    policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17
    m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case
    of a CREFI Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If so determined, it will be
    a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review
    the Mortgage Loan Documents to determine if any CREFI Mortgage Loan obligates the Mortgagor to maintain all such insurance
    and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
    cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	17o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of termination or cancellation	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)



 

     Exhibit QQ-C-19


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			arising
    because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or
    such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment
    of a premium. If so determined, it will be a Test pass.	
	17p	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 17(o) may have been received
    by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	18.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has
    direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress
    and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or
    well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and
    (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property
    or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application
    has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the CREFI
    Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged
    Property is a part until the separate tax lots are created.	18a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to
    such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public
    road. If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and
    sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.
    If so determined, it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not
    include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable
    governing authority for creation of separate tax lots, in	Title
    Policy; Survey; Mortgage Loan Documents



 

     Exhibit QQ-C-20


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			which
    case any CREFI Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel
    of which the Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test pass.	
	19.
    No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with
    origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary
    title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination
    of each CREFI Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value
    of the related Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are within the boundaries of
    the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use
    of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on
    adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely
    affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the
    Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially
    and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with
    respect to the Title Policy.	19a	Review
    the survey, Title Policy and Appraisal to determine if all material improvements that were included for the purpose of determining
    the appraised value of the Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are within the boundaries
    of the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined,
    it will be a Test pass.	Survey;
    Title Policy; Appraisal
	19b	Review
    the survey, and Title Policy and Appraisal to determine if there exist improvements on adjoining parcels that encroach onto
    the Mortgaged Property that materially and adversely affect the value and current use of such Mortgage Property and for which
    insurance or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	19c	Review
    the survey, Title Policy and Appraisal to determine if there exist material improvements that encroach upon any easements
    except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged
    Property or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined, it will be
    a Test pass.	Survey;
    Title Policy; Appraisal
	20.
    No Contingent Interest or Equity Participation. No CREFI Mortgage Loan has a shared appreciation feature, any other
    contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the
    portion of interest in excess of the rate in effect prior to the	20	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior
    to	Mortgage
    Loan Documents



 

     Exhibit QQ-C-21


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Anticipated
    Repayment Date) or an equity participation by the Mortgage Loan Seller.		the
    Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect
    to each part of this Test, it will be a Test pass.	
	21.
    REMIC. The CREFI Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but
    determined without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”)
    Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue
    price of the CREFI Mortgage Loan to the related Borrower at origination did not exceed the non-contingent principal amount
    of the CREFI Mortgage Loan and (B) either: (a) such CREFI Mortgage Loan is secured by an interest in real property (including
    buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the
    CREFI Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the CREFI
    Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue
    price of the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair
    market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest
    that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the CREFI Mortgage
    Loan; or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the real
    property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party
    credit enhancement within the meaning of Section 1.860G- 2(a)(1)(ii) of the Treasury Regulations). If the CREFI Mortgage Loan
    was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001
    of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such CREFI Mortgage
    Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification
    for the date the CREFI Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the	21a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed
    the non-contingent principal amount of the CREFI Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; CREFI Mortgage Loan
	21b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if (a) the CREFI Mortgage Loan is secured by an interest
    in real property (including buildings and structural components thereof, but excluding personal property) having a fair market
    value (i) at the date the CREFI Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the CREFI
    Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue
    price of the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii)
    above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
    property interest that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with
    such CREFI Mortgage Loan or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve
    or protect the real property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature
    or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined,
    it will be a Test pass.	Appraisal;
    Mortgage Loan Documents
	21c	Review
    the MS Servicer Notices for an indication or other notation that the CREFI Mortgage Loan was modified prior to the Closing
    Date, and if so, if the	MS
    Servicer Notices



 

     Exhibit QQ-C-22


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	proviso
    thereto. Any prepayment premium and yield maintenance charges applicable to the CREFI Mortgage Loan constitute “customary
    prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this
    paragraph shall have the same meanings as set forth in the related Treasury Regulations.		modification
    was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the
    default or reasonably foreseeable default of such CREFI Mortgage Loan or (y) satisfies the provisions of either sub-clause
    (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the
    date any CREFI Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21,
    including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it
    will be a Test pass.	
	21d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums
    and Yield Maintenance Charges applicable to any CREFI Mortgage Loan do not constitute “customary prepayment penalties”.
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	22.
    Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premiums) of such CREFI Mortgage Loan complied as of the date of origination with, or was exempt from, applicable
    state or federal laws, regulations and other requirements pertaining to usury.	22a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the CREFI
    Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	22b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of such CREFI Mortgage Loan, including but not limited to, usury and any and all other material
    requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not
    found, it will be a Test pass.	MS
    Servicer Notices
	22c	Review
    the Mortgage Loan Documents to determine if they provide that the CREFI Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-C-23


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	23.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that
    such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction
    in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely
    affect the enforceability of such CREFI Mortgage Loan by the Trust.	23	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the Cut-off Date or as of
    the date that the Mortgage Loan Seller or the date that such other entity held the Mortgage note, each such holder of the
    Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is
    located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially
    and adversely affect the enforceability of such CREFI Mortgage Loan by the Trust. If so determined, it will be a Test pass.	MS
    Servicer Notices
	24.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law
    to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage
    and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.	24a	Review
    the Mortgage Loan Documents to determine if a trustee is named in the deed of trust or has been substituted in accordance
    with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law or may be substituted
    in accordance with the Mortgage and applicable law by the related mortgagee. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
		24b	Review
    the MS Servicer Notices for any indication that the Mortgage Loan Seller as of the Closing Date had knowledge that the appointed
    Trustee was not qualified under applicable law to serve as such,	
	25.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental
    authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
    Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the
    Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans
    intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing
    a CREFI Mortgage Loan as of	25a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located
    on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan as of the date of origination of such CREFI Mortgage
    Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute a legal non-conforming
    use or structure, as to which as	Zoning
    Report; Title Policy



 

     Exhibit QQ-C-24


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	the
    date of origination of such CREFI Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable
    zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which
    (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired
    to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore
    or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially
    and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance
    policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller
    for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property
    to current Zoning Regulations or (iv) would not have a material adverse effect on the CREFI Mortgage Loan. The terms of the
    Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning
    and building laws.		the
    Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately
    prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately
    prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured
    by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily
    required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to
    rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the CREFI
    Mortgage Loan. If such indication is found, it will be a Test pass.	
	25b	Review
    the Mortgage Loan Documents for provisions that require the Borrower to comply in all material respects with all applicable
    governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
		25c	Review
    the MS Servicer Notices to determine if the Mortgage Loan Seller had knowledge of a material violation of Zoning Regulations
    as outlined in test 25a above. If no indication is found, it will be a Test pass.	MS
    Servicer Notices
	26.
    Licenses and Permits. Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits
    and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect,
    and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s
    report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage
    Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended
    for securitization, all such material licenses, permits and applicable governmental	26a	Review
    the Mortgage Loan Documents to determine if the Borrower has covenanted to keep all material licenses, permits and applicable
    governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	26b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had
    knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary	Mortgage
    Loan Documents; MS Servicer Notices



 

     Exhibit QQ-C-25


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	authorizations
    are in effect. The CREFI Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in
    which the related Mortgaged Property is located.		for
    the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be
    a Test pass.	
	26c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
    in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27.
    Recourse Obligations. The Loan Documents for each CREFI Mortgage Loan provide that (a) the related Borrower and at
    least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain
    acts of the related Borrower and/or its principals specified in the related Loan Documents, which acts generally include the
    following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents (if
    after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material
    physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by
    the related Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the
    related Loan Documents, and (b) the CREFI Mortgage Loan shall become full recourse to the related Borrower and at least one
    individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.	27a	Review
    the Mortgage Loan Documents for each CREFI Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of
    the representation and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material
    portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment,
    or partial Defeasance (as defined in representation and warranty 33), of not less than a specified percentage at least equal
    to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding
    principal balance of the CREFI Mortgage Loan, (b) upon payment in full of such CREFI Mortgage Loan, (c) upon a Defeasance
    (as	28a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
    the only conditions under which a property may be released during the life of the CREFI Mortgage Loan are as set forth in
    clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be
    a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described	Mortgage
    Loan Documents



 

     Exhibit QQ-C-26


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	defined
    in representation and warranty 33), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property
    which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded
    any material value in the appraisal obtained at the origination of the CREFI Mortgage Loan and are not necessary for physical
    access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation
    or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding
    clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification”
    of the subject CREFI Mortgage Loan within the meaning of Section 1.860G- 2(b)(2) of the Treasury Regulations and (ii) would
    not cause the subject CREFI Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Code Section
    860G(a)(3)(A); or (y) the mortgagee or servicer can, in accordance with the related Loan Documents, condition such release
    of collateral on the related Borrower’s delivery of an opinion of tax counsel to the effect specified in the immediately
    preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property
    constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the CREFI
    Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the CREFI Mortgage Loan)
    after the release is not equal to at least 80% of the principal balance of the CREFI Mortgage Loan (or Whole Loan, as applicable)
    outstanding after the release, the Borrower is required to make a payment of principal in an amount not less than the amount
    required by the REMIC Provisions.

    

    In the case of any CREFI Mortgage Loan, in the event of a condemnation or taking of any portion of a Mortgaged Property by
    a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Borrower can be
    required to pay down the principal balance of the CREFI Mortgage Loan in an amount not less than the amount required by the
    REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged
    Property		in
    clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would
    not constitute a “significant modification” of the subject CREFI Mortgage Loan within the meaning of Section 1.860G-2(b)(2)
    of the Treasury Regulations and (ii) would not cause the subject CREFI Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents,
    condition such release of collateral on the related Borrower’s delivery of an opinion of tax counsel to the effect specified
    in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property
    constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the CREFI
    Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the CREFI Mortgage Loan)
    after the release is not equal to at least 80% of the principal balance of the CREFI Mortgage Loan or Whole Loan, as applicable,
    outstanding after the release, the Borrower is required to make a payment of principal in an amount not less than the amount
    required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	
	28c	Review
    the Mortgage Loan Documents for provisions stating that in the case of any CREFI Mortgage Loan, in the event of a taking of
    any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding
    or by agreement, the Borrower can be required to pay down the principal balance of the CREFI Mortgage Loan or Whole Loans,
    as applicable, in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds
    may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if,	Mortgage
    Loan Documents



 

     Exhibit QQ-C-27


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	or
    released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the
    Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining
    Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the CREFI Mortgage Loan and
    (2) a proportionate amount of any lien on the real property that is in parity with the CREFI Mortgage Loan) is not equal to
    at least 80% of the remaining principal balance of the CREFI Mortgage Loan (or Whole Loan, as applicable).

    

    No CREFI Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the
    release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
    other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.		immediately
    after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned
    restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the
    amount of any lien on the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien
    on the real property that is in parity with the CREFI Mortgage Loan) is not equal to at least 80% of the remaining principal
    balance of the CREFI Mortgage Loan or Whole Loan, as applicable. If such provisions are found, it will be a Test pass.	
	28d	Review
    the Mortgage Loan Documents for provisions stating that no CREFI Mortgage Loan that is secured by more than one Mortgaged
    Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties
    or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and
    other requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29.
    Financial Reporting and Rent Rolls. Each CREFI Mortgage Loan requires the Borrower to provide the owner or holder of
    the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other
    than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base
    rent and annual financial statements.	29a	Review
    the Mortgage Loan Documents for provisions that require the Borrower to provide the owner or holder of the Mortgage with quarterly
    (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	29b	Review
    the Mortgage Loan Documents for provisions that require the Borrower to provide the owner or holder of the CREFI Mortgage
    Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more
    than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-C-28


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	30.
    Acts of Terrorism Exclusion. With respect to each CREFI Mortgage Loan over $20 million, the related special-form all-risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
    specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism
    Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively
    referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism
    insurance policy. With respect to each other CREFI Mortgage Loan, the related special-form all-risk insurance policy and business
    interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
    of the CREFI Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically
    exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate
    terrorism insurance policy. With respect to each CREFI Mortgage Loan, the related Loan Documents do not expressly waive or
    prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except
    to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable
    terms, or as otherwise indicated on Exhibit C to the related CREFI Mortgage Loan Purchase Agreement; provided, however,
    that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
    available, the Borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower
    shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that
    is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents
    (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase
    the maximum amount of terrorism insurance available with funds equal to such amount.	30a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the
    insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption
    policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from
    coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property. If such an
    indication is found, it will be a Test pass.	Mortgage
    Loan Documents; Insurance coverage review document
	30b	Review
    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption
    policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property
    was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policy
	30c	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for
    Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto, except to
    the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms,
    or as otherwise indicated on Exhibit C to the applicable CREFI Mortgage Loan Purchase Agreement, provided, that if TRIA or
    a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower
    under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required
    to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect
    of the property and business interruption/rental loss insurance required under the related Mortgage	Mortgage
    Loan Documents



 

     Exhibit QQ-C-29


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			Loan
    Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase
    the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not found, it
    will be a Test pass.	
	31.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each CREFI Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such CREFI Mortgage
    Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld)
    and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the
    lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the
    related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment
    promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with
    the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower,
    is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers
    or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents,
    (iii) transfers of less than, or other than, a controlling interest in the related Borrower, (iv) transfers to another holder
    of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents or a Person satisfying
    specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar
    equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters of representation
    and warranty 28 and 33 or the exceptions thereto set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement,
    or (vii) by reason of any mezzanine debt that existed	31a	Review
    the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of
    the unpaid principal balance of such CREFI Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 31. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable
    fees and expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be
    a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-C-30


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	at
    the origination of the related Mortgage Loan as set forth on Schedule B-2 to Exhibit B of the related CREFI Mortgage Loan
    Purchase Agreement, or future permitted mezzanine debt in each case as set forth on Schedule B-2 to Exhibit B of the related
    CREFI Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security
    interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at
    origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage
    Loan as set forth on Schedule B-3 to Exhibit B of the related CREFI Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.
    The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the
    review of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.			
	32.
    Single-Purpose Entity. Each CREFI Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as
    long as the CREFI Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Borrower with
    respect to each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the
    Borrower is a Single-Purpose Entity, and each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million
    or more has a counsel’s opinion regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents (or if the CREFI Mortgage
    Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related
    Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating
    one or more of the Mortgaged Properties securing the CREFI Mortgage Loans and prohibit it from engaging in any business unrelated
    to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented
    in the	32a	Review
    the Mortgage Loan Documents for provisions that require that the Borrower to be a Single-Purpose Entity (as defined in representation
    and warranty 32) for at least as long as any CREFI Mortgage Loan is outstanding. If such provisions are found, it will be
    a Test pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off
    Stated Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Borrower’s
    organizational documents for provisions that require the Borrower to be a Single-Purpose Entity and that the Mortgagor’s
    organizational documents are consistent with the requirement. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	32c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off
    Stated Principal	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion



 

     Exhibit QQ-C-31


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	related
    Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and
    operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s)
    or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any
    other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate
    and apart from any other person or entity.		Date
    Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor.
    If such an opinion is found, it will be a Test pass.	
	33.
    Defeasance. With respect to any CREFI Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”),
    (i) the Loan Documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions
    specified in the Loan Documents; (ii) the CREFI Mortgage Loan cannot be defeased within two years after the Closing Date;
    (iii) the Borrower is permitted to pledge only United States “government securities” within the meaning of Section
    1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient
    to make all scheduled payments under the CREFI Mortgage Loan when due, including the entire remaining principal balance on
    the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge
    or prepayment premium) or, if the CREFI Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated
    Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or
    prepayment premium), and if the CREFI Mortgage Loan permits partial releases of real property in connection with partial Defeasance,
    the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal
    to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be
    released and (b) the outstanding principal balance of the CREFI Mortgage Loan; (iv) the Borrower is required to provide a
    certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments
    under the Mortgage Note as set forth in clause (iii) above; (v) if the	33	Review
    the Mortgage Loan Documents for provisions allowing the CREFI Mortgage Loan to be defeased, and if so, whether such Mortgage
    Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents



 

     Exhibit QQ-C-32


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Borrower
    would continue to own assets in addition to the Defeasance collateral, the portion of the CREFI Mortgage Loan secured by defeasance
    collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Borrower
    is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior
    to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees associated with Defeasance
    (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance,
    including, but not limited to, accountant’s fees and opinions of counsel.			
	34.
    Fixed Interest Rates. Each CREFI Mortgage Loan bears interest at a rate that remains fixed throughout the remaining
    term of such CREFI Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.	34	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such CREFI Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed. If such
    an indication is found, it will be a Test pass.	Mortgage
    Loan Documents
	35.
    Ground Leases. For purposes of the MLPA, a “Ground Lease” shall mean a lease creating a leasehold
    estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest
    in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the premises
    demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the
    land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development
    agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

    

    With respect to any CREFI Mortgage Loan where the CREFI Mortgage Loan is secured by a leasehold estate under a Ground Lease
    in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged
    Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in
    favor of the Mortgage Loan Seller, its successors and assigns, the	35a	Review
    the appraisal to determine if the CREFI Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty
    35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage
    does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to
    Tests 35b through 35q.	Appraisal;
    Title Policy; Mortgage Loan Documents
	35b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	35c	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of
    the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee,
    its	Ground
    Lease; estoppel or other agreement received from ground lessor



 

     Exhibit QQ-C-33


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
                                         Loan Seller represents and warrants that:

         

        (a)   The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict
        the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage;

         

        (b)   The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without
        the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination
        of the CREFI Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

         

        (c)   The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related CREFI Mortgage Loan, or 10 years past the stated maturity if such CREFI Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis,
        substantially amortizes);

         

        (d)   The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;
		successors
    or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it
    will be a Test pass.	
	35d	Review
    the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled
    or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller
    since the origination of the CREFI Mortgage Loan except as reflected in any written instruments which are included in the
    related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller
    since the origination of the CREFI Mortgage Loan except as reflected in any instruments including in the related Mortgage
    File. If such a provision is found and no indication is found, it will be a Test pass.	Ground
    Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor
	35e	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original
    term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will
    be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the
    related CREFI Mortgage Loan, or ten years past the stated maturity if such CREFI Mortgage Loan fully amortizes by the stated
    maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such
    an indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	35f	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
    to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances,
    or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the	Title
    Policy; SNDA



 

     Exhibit QQ-C-34


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	(e)   The
                                         Ground Lease does not place commercially unreasonable restrictions on the identity of
                                         the Mortgagee and the Ground Lease is assignable to the holder of the CREFI Mortgage
                                         Loan and its successors and assigns without the consent of the lessor thereunder, and
                                         in the event it is so assigned, it is further assignable by the holder of the CREFI Mortgage
                                         Loan and its successors and assigns without the consent of the lessor;

        (f)   The
        Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground
        Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition
        that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground
        Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing
        Date;

        (g)   The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

        (h)   A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest
        of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable
        after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

        (i)   The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage
        Loan Seller in connection with loans originated for securitization;

        (j)   Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related
		lessor’s
    fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	
	35g	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease
    does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
    to the holder of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such
    indication is found, it will be a Test pass.	Ground
    Lease; estoppel
	35h	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the CREFI
    Mortgage Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will be a
    Test pass.	Ground
    Lease
	35i	Review
    the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under
    or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35j	Review
    the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under
    such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under
    the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35k	Review
    the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full
    force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35l	Review
    the Ground Lease and any ancillary agreement	Ground
    Lease; ancillary agreement



 

     Exhibit QQ-C-35


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
                                         (taken together), any related insurance proceeds or the portion of the condemnation award
                                         allocable to the ground lessee’s interest (other than (i) de minimis amounts
                                         for minor casualties or (ii) in respect of a total or substantially total loss or taking
                                         as addressed in clause (k) below) will be applied either to the repair or to restoration
                                         of all or part of the related Mortgaged Property with (so long as such proceeds are in
                                         excess of the threshold amount specified in the related Loan Documents) the lender or
                                         a trustee appointed by it having the right to hold and disburse such proceeds as repair
                                         or restoration progresses, or to the payment of the outstanding principal balance of
                                         the CREFI Mortgage Loan, together with any accrued interest;

         

        (k)   In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable
        to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
        Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance
        of the CREFI Mortgage Loan, together with any accrued interest; and

         

        (l)   Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in
        a bankruptcy proceeding.
		between
    the lessor and lessee for provisions that the lessor is required to give to the lender written notice of any default, and
    provide that no notice of default or termination is effective against the lender unless such notice is given to the lender.
    If such provisions are found, it will be a Test pass.	
	35
    m	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where
    necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings)
    to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before
    the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	35n	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans
    originated for securitization. If no such provisions are found, it will be a Test pass.	Ground
    Lease
	35o	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage
    Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to
    the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a
    total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration
    of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
    in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such
    proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents



 

     Exhibit QQ-C-36


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			CREFI
    Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	
	35p	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other
    agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
    allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related
    Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal
    balance of the CREFI Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test
    pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	35q	Review
    the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the
    ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including
    rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground
    Lease
	36.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the CREFI Mortgage
    Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit
    loan programs.	36	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
    collection practices used by the Mortgage Loan Seller with respect to the CREFI Mortgage Loan was not in all material respects
    legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such
    a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	37.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the
    Mortgage	37	Review
    the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage	MS
    Servicer Notices; CREFI Mortgage Loan Purchase Agreement



 

     Exhibit QQ-C-37


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    Seller was not the originator) with respect to each CREFI Mortgage Loan have been, in all material respects, legal and as
    of the date of its origination, such CREFI Mortgage Loan and the origination thereof complied in all material respects with,
    or was exempt from, all requirements of federal, state or local law relating to the origination of such CREFI Mortgage Loan;
    provided that such representation and warranty does not address or otherwise cover any matters with respect to federal,
    state or local law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement.		Loan
    Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each CREFI Mortgage
    Loan have not been, in all material respects, legal and as of the date of its origination, such CREFI Mortgage Loan, or the
    origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or
    local law relating to the origination of such CREFI Mortgage Loan; provided that representation and warranty 37 does not address
    or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit D of the CREFI Mortgage
    Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	
	38.
    No Material Default; Payment Record. No CREFI Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required payments since origination, and as of the date hereof, no CREFI Mortgage Loan
    is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing
    Date. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration
    existing under the related CREFI Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with
    the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach,
    violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause
    (a) or clause (b), materially and adversely affects the value of the CREFI Mortgage Loan or the value, use or operation
    of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any
    default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled
    to any other representation and warranty made by the Mortgage Loan Seller in Exhibit D to the CREFI Mortgage Loan Purchase
    Agreement. No person other than the holder of such CREFI Mortgage Loan may declare any event of default under the CREFI Mortgage
    Loan or accelerate any	38a	Review
    the MS Servicer Notices for notation that (i) the CREFI Mortgage Loan has been more than 30 days delinquent, giving effect
    to any grace or cure period, in making required payments as of the Closing Date, or (ii) the CREFI Mortgage Loan was delinquent
    beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	38b	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation
    or event of acceleration existing under the related CREFI Mortgage Loan, or (b) an event (other than payments due but not
    yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute
    a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration
    in the case of either clause (a) or clause (b), materially and adversely affects the value of the CREFI Mortgage Loan or the
    value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices



 

     Exhibit QQ-C-38


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	indebtedness
    under the Loan Documents.			
	39.
    Bankruptcy. As of the date of origination of the related CREFI Mortgage Loan and, to the Mortgage Loan Seller’s
    knowledge, as of the Cut-off Date, no related Borrower, guarantor or tenant occupying a single tenant property is a debtor
    in state or federal bankruptcy, insolvency or similar proceeding.	39	Review
    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Borrower, guarantor or tenant
    occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no
    such indication or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	40.
    Organization of Mortgagor. With respect to each CREFI Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Borrower delivered by the Borrower in connection with the origination of such CREFI Mortgage Loan, the Borrower
    is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
    of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no CREFI Mortgage Loan has a Borrower that is an Affiliate
    of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this representation and
    warranty 40 means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)	40a	Review
    the organizational documents of the Borrower to determine if there are certified copies indicating that the Borrower is an
    entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of
    Puerto Rico. If such indication is found, it will be a Test pass.	Organizational
    Documents of the Mortgagor
	40b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any CREFI Mortgage Loan that
    is a Crossed Mortgage Loan, no CREFI Mortgage Loan has a Borrower that is an affiliate of another Mortgagor under another
    CREFI Mortgage Loan. If such an indication is found, it will be a Test pass.	MS
    Servicer Notices; Prospectus
	41.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II
    site assessment) and, with respect to certain CREFI Mortgage Loans, a Phase II environmental site assessment (collectively,
    an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with
    such CREFI Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and
    such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM
    E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or
    the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence
    of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least	41a	Review
    any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted
    by a reputable environmental consultant within 12 months prior to the origination date of the CREFI Mortgage Loan (or an update
    of a previous ESA prepared). If such an indication is found, it will be a Test pass.	ESA
	41b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged
    Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no
    such indication is found, it will be a Test pass.	ESA
	41c	Review
    the ESA for an indication that it identified (i)	ESA;
    Escrow Statements; Mortgage



 

     Exhibit QQ-C-39


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	one
    of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient
    to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition
    has been escrowed by the related Borrower and is held or controlled by the related lender; (B) if the only Environmental Condition
    relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water,
    and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required
    to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental
    Condition identified in the related environmental report was remediated or abated in all material respects prior to the date
    hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory
    authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental
    authority as “closed” or a reputable environmental consultant has concluded that no further action is required);
    (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the
    Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
    Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Borrower was identified as
    the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated
    to be adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated
    to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except
    as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at
    the related Mortgaged Property.		the
    existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation
    with respect to any Environmental Condition that was identified. If such an indication is found, the following test procedures
    (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	Loan
    Documents
		1.
    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to
    be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements
		2.
    Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been
    required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified
    risk.	ESA;
    Mortgage Loan Documents
		3.
    Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental
    consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material
    respects prior to the Cut-off Date.	No
    further action or closure letter regarding Environmental Condition
		4.
    Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution
    legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated
    no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P	Insurance
    coverage review documents



 

     Exhibit QQ-C-40


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			Global
    Ratings and/or Fitch Ratings, Inc.	
		5.
    Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible
    party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller
    to be adequate to address the situation.	Mortgage
    Loan Documents
		6.
    Review the Mortgage Loan Documents for an indication that a party related to the Borrower having financial resources estimated
    by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Mortgage
    Loan Documents
	41d	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged
    Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices; ESA
	42.
    Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the CREFI Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by
    an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified
    to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal
    or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional
    Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such
    appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on the security
    thereof, and its compensation is not affected by the approval or disapproval of the CREFI Mortgage Loan.	42a	Review
    the appraisal to determine if it was dated within 6 months of the CREFI Mortgage Loan origination date and within 12 months
    of the Closing Date. If so determined, it will be a Test pass.	Appraisal
	42b	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser
    had no interest, direct or indirect, in the Borrower, the Mortgaged Property or any loan made on the security of the Mortgaged
    Property. If so determined, it will be a Test pass.	Appraisal
	42c	Review
    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
    and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that
    the appraiser’s compensation is not affected by the approval or disapproval of the CREFI Mortgage Loan. If so	Appraisal



 

     Exhibit QQ-C-41


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
			determined,
    it will be a Test pass.	
	42d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	43.
    Mortgage Loan Schedule. The information pertaining to each CREFI Mortgage Loan which is set forth in the mortgage loan
    schedule attached as Exhibit A to the MLPA is true and correct in all material respects as of the Cut-off Date and
    contains all information required by the MLPA to be contained therein.	43a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related CREFI Mortgage Loan Purchase Agreement and compare it to
    the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents and (iii) PSA to determine if
    there are discrepancies between the documents. If there are no such discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement
	43b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the MLPA to determine if all information required in
    the MLPA is contained therein. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	44.
    Cross-Collateralization. No CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan
    that is outside the Trust, except (i) with respect to any CREFI Mortgage Loan that is part of a Whole Loan, any other mortgage
    loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part of
    a Whole Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole Loan of which such Mortgage
    Loan is a part.	44	Review
    the Mortgage Loan Documents to determine if the CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any other
    CREFI Mortgage Loan that is outside the Trust, except (i) with respect to any CREFI Mortgage Loan that is part of a Whole
    Loan, any other mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage
    loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such CREFI Mortgage Loan or with a
    Whole Loan of which such CREFI Mortgage Loan is a part. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	45.
    Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the Mortgage Loan
    Seller to the related Borrower other than in accordance with the Loan	45a	Review
    the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by
    the Mortgage Loan	MS
    Servicer Notices



 

     Exhibit QQ-C-42


     


     


	Representations
    and Warranties	 	Test	Review
    Materials
	Documents,
    and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Borrower
    or an affiliate for, or on account of, payments due on the CREFI Mortgage Loan (other than as contemplated by the Loan Documents,
    such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled
    lockbox if required or contemplated under the related lease or Loan Documents). Neither the Mortgage Loan Seller nor any affiliate
    thereof has any obligation to make any capital contribution to any Borrower under a CREFI Mortgage Loan, other than contributions
    made on or prior to the date hereof.		Seller
    to the related Borrower other than in accordance with the Mortgage Loan Documents, or that funds have been received from any
    person other than the related Borrower or an Affiliate for, or on account of, payments due on the CREFI Mortgage Loan (other
    than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts
    paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Loan Documents).
    If such a notation or other indication is not found, it will be a Test pass.	
	45b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital
    contribution to any Borrower under a CREFI Mortgage Loan, other than contributions made on or prior to the Closing Date. If
    not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	46.
    Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable
    anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
    of the CREFI Mortgage Loan, the failure to comply with which would have a material adverse effect on the CREFI Mortgage Loan.	46	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not
    comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without
    limitation the USA Patriot Act of 2001 in connection with the origination of any CREFI Mortgage Loan, the failure to comply
    with which would have a material adverse effect on the CREFI Mortgage Loan. If such a notation or other indication is not
    found, it will be a Test pass.	MS
    Servicer Notices




 


     Exhibit QQ-C-43


     


    
 


EXHIBIT RR


 


FORM OF CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2019-B11 Mortgage Trust 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement dated as of June
1, 2019 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of the [Asset Representations
Reviewer][Depositor].



 


		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.



 






    Exhibit RR-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:
_______


 


[J.P.
Morgan Chase Commercial Mortgage Securities Corp., 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 Data Room. 





 




    Exhibit RR-2


     


    

 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


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

        10851 Mastin Street

        Building 82, Suite 300

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Benchmark 2019-B11—Transaction Manager

         

With a copy sent via email to:

         

        notices@pentalphasurveillance.com (with Benchmark 2019-B11
in the subject line)

	 	 
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller,
Jeff Krasnoff, Niral Shah, Adam Singer

        Facsimile Number: (305) 229-6425

        Email: liat.heller@rialtocapital.com,
jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com
	 


 


		Attention:	Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement dated as of June 1, 2019 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		5.	_____  An additional Mortgage Loan has become a Delinquent Loan.



 


		6.	_____  A Mortgage Loan has ceased to be a Delinquent Loan.



 






    Exhibit SS-1


     


    

 


		7.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B11
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




    Exhibit SS-2


     


    

 


EXHIBIT TT


 


CERTIFICATE ADMINISTRATOR RECEIPT OF
THE RETAINED CERTIFICATES [UPON TRANSFER]


 


[DATE]


 


	
        J.P. Morgan Chase Commercial Mortgage Securities Corp.

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        E-mail: US_CMBS_Notice@jpmorgan.com

         

        German American Capital Corporation

        as Retaining Sponsor

        60 Wall Street

New York, New York 10005

Attention: Lainie Kaye
	Deutsche Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	Benchmark
                                         2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11	 



 


In accordance with [Section 5.02(e)][Section 5.02(i)]
of the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “Agreement”), pursuant to which the captioned
series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the undersigned, as
Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter hold in the
Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject Certificates”),
which constitute some or all of the VRR Interest, for the benefit of Deutsche Bank AG, New York Branch, 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.


 






    Exhibit TT-1


     


    

 





	 	


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator


	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 




    Exhibit TT-2


     


    

 


Exhibit A-1


 




    Exhibit TT-3


     


    

 


SCHEDULE 1


 


Mortgage
Loans with Additional Debt


 


		1.	ILPT Hawaii Portfolio






		2.	Green Hills Corporate Center






		3.	Arbor Hotel Portfolio






		4.	Western Digital Campus R&D Campus






		5.	Lakeside Apartments






		6.	57 East 11th Street






		7.	SWVP Portfolio






		8.	Greenleaf at Howell






		9.	3 Columbus Circle






		10.	59 Maiden Lane






		11.	101 California






		12.	Moffett Towers II – Building V






		13.	Newport Corporate Center






		14.	Central Tower Office






		15.	Heartland Dental Medical Office Portfolio



 




    Schedule 1-1


     


    

 


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance SchedulE


 


See Annex H to the Prospectus.


 




    Schedule 2-1


     


    

 


SCHEDULE 3


 


Mortgage
Loans With Escrows or Reserves EXCEEDING IN THE AGGREGATE, 10% OF THE INITIAL PRINCIPAL BALANCE OF THE MORTGAGE LOAN (OR RELATED
WHOLE LOAN, IF APPLICABLE)


 


	Loan No.	Loan	Reserve Type	Amount
	22	Birch Landing Apartments	Litigation Reserve	$6,000,000
	7	SWVP Porfolio	PIP Reserve	$5,000,000
	9	Moffett Towers II – Building V	TI/LC	$29,997,618
	10	Newport Corporate Center	TI/LC; CapEx; Free Rent; T-Mobile CapEx	$88,911,917
	29	One Parkway North	Tax; Fixed Annual Rent Funds; Ground Rent; Initial Rent Credit Holdback	$3,006,235





 






    Schedule 3-1