Exhibit 4.1





 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.,

Depositor,


 


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


Master Servicer,


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
PACIFIC LIFE INSURANCE COMPANY and TRIMONT REAL ESTATE ADVISORS, LLC,


each as a Special Servicer as described herein,


 


PENTALPHA
SURVEILLANCE LLC,

Operating Advisor and Asset Representations Reviewer,


 


citibank,
n.a.,

Certificate Administrator,


 


and


 


wilmington
trust, national association,

Trustee


 





 



 POOLING
AND SERVICING AGREEMENT

Dated as of August 1, 2019


 





 






 Benchmark
2019-B12 Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Series 2019-B12


 






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TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE
    I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	11
	Section 1.02	Certain Calculations	160
	Section 1.03	Certain Constructions	165
	ARTICLE
    II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION
	LOANS;
    ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans and Trust Subordinate
    Companion Loans	166
	Section 2.02	Acceptance by the Trustee, the Custodian and
    the Certificate Administrator	172
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution
    or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	174
	Section 2.04	Representations and Warranties of the Depositor	192
	Section 2.05	Representations, Warranties and Covenants of
    the Master Servicer	194
	Section 2.06	Representations, Warranties and Covenants of
    the Special Servicers	196
	Section 2.07	Representations and Warranties of the Trustee	198
	Section 2.08	Representations and Warranties of the Certificate
    Administrator	200
	Section 2.09	Representations, Warranties and Covenants of
    the Operating Advisor	201
	Section 2.10	Representations, Warranties and Covenants of
    the Asset Representations Reviewer	203
	Section 2.11	Execution and Delivery of Certificates; Issuance
    of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests	205
	Section 2.12	Miscellaneous REMIC and Grantor Trust Provisions	206
	 	 	 
	ARTICLE
    III
	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE MORTGAGE LOANS AND TRUST
	SUBORDINATE
    COMPANION LOANS
	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration
    of the Mortgage Loans and Trust Subordinate Companion Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans	207
	Section 3.02	Liability of the Master Servicer	221
	Section 3.03	Collection of Certain Mortgage Loan Payments	221
	Section 3.04	Collection of Taxes, Assessments and Similar
    Items; Escrow Accounts	223
	Section 3.05	Collection Account; Distribution Accounts; and
    Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	226
	Section 3.05A	Loan Combination Custodial Account	231



 






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	 	 	Page
	 	 	 
	Section 3.06	Permitted Withdrawals From the Collection Account	233
	Section 3.06A.	Permitted Withdrawals From the Loan Combination
    Custodial Account	241
	Section 3.07	Investment of Funds in the Collection Account,
    the REO Account, the Mortgagor Accounts, and Other Accounts	246
	Section 3.08	Maintenance of Insurance Policies and Errors
    and Omissions and Fidelity Coverage	248
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance
    Clauses; Assumption Agreements; Defeasance Provisions	254
	Section 3.10	Appraisal Reductions; Calculation and Allocation
    of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	260
	Section 3.11	Trustee, Certificate Administrator and Custodian
    to Cooperate; Release of Mortgage Files	268
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator
    Fees and Special Servicing Compensation	269
	Section 3.13	Compensating Interest Payments	278
	Section 3.14	Application of Penalty Charges and Modification
    Fees	279
	Section 3.15	Access to Certain Documentation	280
	Section 3.16	Title and Management of REO Properties	282
	Section 3.17	Sale of Defaulted Loans and REO Properties;
    Sale of Outside Serviced Mortgage Loans	287
	Section 3.18	Additional Obligations of the Master Servicer;
    Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	295
	Section 3.19	Lock-Box Accounts, Escrow Accounts	297
	Section 3.20	Property Advances	297
	Section 3.21	Appointment of Special Servicer; Asset Status
    Reports	302
	Section 3.22	Transfer of Servicing Between Master Servicer
    and Special Servicer; Record Keeping	307
	Section 3.23	Interest Reserve Account	308
	Section 3.24	Modifications, Waivers, Amendments and Other
    Actions	309
	Section 3.25	Additional Obligations With Respect to Certain
    Mortgage Loans	315
	Section 3.26	Certain Matters Relating to the Outside Serviced
    Mortgage Loans	315
	Section 3.27	Additional Matters Regarding Advance Reimbursement	316
	Section 3.28	Serviced Companion Loan Intercreditor Matters	318
	Section 3.29	Appointment and Duties of the Operating Advisor	321
	Section 3.30	Rating Agency Confirmation	327
	Section 3.31	General Acknowledgement Regarding Companion
    Loan Holders	330
	Section 3.32	Delivery of Excluded Information to the Certificate
    Administrator	330
	Section 3.33	[RESERVED]	331
	Section 3.34	Resignation Upon Prohibited Risk Retention Affiliation	331
	 	 	 
	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	332



 






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	 	 	Page
	 	 	 
	Section 4.02	Statements to Certificateholders; Certain Reports
    by the Master Servicer and the Special Servicer	353
	Section 4.03	Compliance With Withholding Requirements	374
	Section 4.04	REMIC Compliance	375
	Section 4.05	Imposition of Tax on the Trust REMICs	377
	Section 4.06	Remittances; P&I Advances	379
	Section 4.07	Grantor Trust Reporting	386
	Section 4.08	Calculations	387
	Section 4.09	Secure Data Room	388
	 
	ARTICLE
    V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	389
	Section 5.02	Form and Registration	390
	Section 5.03	Registration of Transfer and Exchange of Certificates	394
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	403
	Section 5.05	Persons Deemed Owners	404
	Section 5.06	Appointment of Paying Agent	404
	Section 5.07	Access to Certificateholders’ Names and
    Addresses; Special Notices	404
	Section 5.08	Actions of Certificateholders	405
	Section 5.09	Authenticating Agent	406
	Section 5.10	Appointment of Custodian	407
	Section 5.11	Maintenance of Office or Agency	408
	Section 5.12	Voting Procedures	408
	 	 	 
	ARTICLE
    VI
	 	 	 
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	OPERATING
    ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE
	CONTROLLING
    CLASS REPRESENTATIVE
	 
	Section 6.01	Liability of the Depositor, the Master Servicer,
    the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	409
	Section 6.02	Merger or Consolidation of the Master Servicer,
    the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	410
	Section 6.03	Limitation on Liability of the Depositor, the
    Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	411
	Section 6.04	Limitation on Resignation of the Master Servicer,
    the Special Servicer or the Operating Advisor	412
	Section 6.05	Rights of the Depositor, the Trustee and the
    Certificate Administrator in Respect of the Master Servicer and Special Servicer	415
	Section 6.06	Master Servicer, Special Servicer as Owner of
    a Certificate	416
	Section 6.07	Rating Agency Fees	417
	Section 6.08	Termination of the Special Servicer	417



 






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	 	 	Page
	 	 	 
	Section 6.09	The Directing Holder, the Controlling Class
    Representative and the Risk Retention Consultation Parties	426
	 	 	 
	ARTICLE
    VII
	 	 	 
	DEFAULT
	 	 	 
	Section 7.01	Servicer Termination Events	436
	Section 7.02	Trustee to Act; Appointment of Successor	443
	Section 7.03	Notification to Certificateholders	445
	Section 7.04	Other Remedies of Trustee	445
	Section 7.05	Waiver of Past Servicer Termination Events and
    Operating Advisor Termination Events; Termination	446
	Section 7.06	Termination of the Operating Advisor	447
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	450
	Section 8.02	Certain Matters Affecting the Trustee and the
    Certificate Administrator	454
	Section 8.03	Neither the Trustee nor the Certificate Administrator
    Is Liable for Certificates or Trust Loans	457
	Section 8.04	Trustee and Certificate Administrator May Own
    Certificates	458
	Section 8.05	Payment of Trustee/Certificate Administrator
    Fees and Expenses; Indemnification	459
	Section 8.06	Eligibility Requirements for the Trustee and
    the Certificate Administrator	462
	Section 8.07	Resignation and Removal of the Trustee or the
    Certificate Administrator	463
	Section 8.08	Successor Trustee or Successor Certificate Administrator	465
	Section 8.09	Merger or Consolidation of the Trustee or the
    Certificate Administrator	465
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	466
	Section 8.11	Access to Certain Information	467
	 	 	 
	ARTICLE
    IX
	 	 	 
	TERMINATION;
    OPTIONAL MORTGAGE LOAN PURCHASE
	 
	Section 9.01	Termination; Optional Trust Loan Purchase	469
	 	 	 
	ARTICLE
    X
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 10.01	Intent of the Parties; Reasonableness	477
	Section 10.02	Succession; Sub-Servicers; Subcontractors	478
	Section 10.03	Filing Obligations	481



 






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	 	 	Page
	 	 	 
	Section 10.04	Form 10-D and Form ABS-EE Filings	482
	Section 10.05	Form 10-K Filings	486
	Section 10.06	Sarbanes-Oxley Certification	490
	Section 10.07	Form 8-K Filings	490
	Section 10.08	Annual Compliance Statements	493
	Section 10.09	Annual Reports on Assessment of Compliance With
    Servicing Criteria	494
	Section 10.10	Annual Independent Public Accountants’
    Servicing Report	496
	Section 10.11	Significant Obligors	497
	Section 10.12	Indemnification	498
	Section 10.13	Amendments	501
	Section 10.14	Regulation AB Notices	501
	Section 10.15	Termination of the Certificate Administrator	502
	Section 10.16	Termination of the Master Servicer or the Special
    Servicer	502
	Section 10.17	Termination of Sub-Servicing Agreements	502
	Section 10.18	Notification Requirements and Deliveries in
    Connection With Securitization of a Serviced Companion Loan	503
	Section 10.19	Termination of Exchange Act Filings With Respect
    to the Trust	505
	 	 	 
	ARTICLE
    XI
	 	 	 
	ASSET
    REVIEW PROVISIONS
	 
	Section 11.01	Asset Review	506
	Section 11.02	Payment of Asset Representations Asset Review
    Fee and Expenses; Limitation of Liability	513
	Section 11.03	Resignation of the Asset Representations Reviewer	514
	Section 11.04	Restrictions of the Asset Representations Reviewer	514
	Section 11.05	Termination of the Asset Representations Reviewer	515
	 
	ARTICLE
    XII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section 12.01	Counterparts	518
	Section 12.02	Limitation on Rights of Certificateholders	518
	Section 12.03	Governing Law	519
	Section 12.04	Notices	519
	Section 12.05	Severability of Provisions	528
	Section 12.06	Notice to the Rule 17g-5 Information Provider,
    Depositor and Each Rating Agency	528
	Section 12.07	Amendment	530
	Section 12.08	Confirmation of Intent	533
	Section 12.09	Third-Party Beneficiaries	534
	Section 12.10	Request by Certificateholders or the Serviced
    Companion Loan Holder	534
	Section 12.11	Waiver of Jury Trial	534
	Section 12.12	Submission to Jurisdiction	535
	Section 12.13	Exchange Act Rule 17g-5 Procedures	535



 






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	 	 	Page
	 	 	 
	Section 12.14	Cooperation With the Mortgage Loan Sellers With
    Respect to Rights Under the Loan Agreements	541
	Section 12.15	PNC Bank, National Association	541



 






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	TABLE
    OF EXHIBITS
	 	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-AB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class A-S Certificate
	Exhibit A-9	Form of Class B Certificate
	Exhibit A-10	Form of Class C Certificate
	Exhibit A-11	Form of Class X-B Certificate
	Exhibit A-12	Form of Class X-D Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F-RR Certificate
	Exhibit A-16	Form of Class G-RR Certificate
	Exhibit A-17	Form of Class J-RR Certificate
	Exhibit A-18	Form of Class R Certificate
	Exhibit A-19	Form of Class S Certificate
	Exhibit A-20	Form of Class VRR Certificate
	Exhibit A-21	Form of Class WM-A Certificate
	Exhibit A-22	Form of Class WM-B Certificate
	Exhibit A-23	Form of Class WM-C Certificate
	Exhibit A-24	Form of Class WMRR Certificate
	Exhibit A-25	Form of Class TC-A Certificate
	Exhibit A-26	Form of Class TC-B Certificate
	Exhibit A-27	Form of Class TC-C Certificate
	Exhibit A-28	Form of Class TC-D Certificate
	Exhibit A-29	Form of Class TC-E Certificate
	Exhibit A-30	Form of Class TCRR Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A Global
    Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A Global
    Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation
    S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	Form of Certification to be given by Certificate
    Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Global Certificate



 






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	Exhibit K	Form of Transfer Certificate
    for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A)
    and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	Form of Transferor Letter for Transfer of Class
    R Certificates
	Exhibit L-2B	Form of Transferor Letter for Transfer of Non-Book
    Entry Certificates (other than Public Certificates)
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter
	Exhibit L-5A	Form of Transferee Certificate for Transfer
    of VRR Interest
	Exhibit L-5B	Form of Transferee Certificate for Transfer
    of HRR Interest
	Exhibit L-5C	Form of Transferee Certificate for Transfer
    of WMRR Interest
	Exhibit L-5D	Form of Transferee Certificate for Transfer
    of Class TCRR Certificates
	Exhibit L-6A	Form of Transferor Certificate for Transfer
    of VRR Interest
	Exhibit L-6B	Form of Transferor Certificate for Transfer
    of HRR Interest
	Exhibit L-6C	Form of Transferor Certificate for Transfer
    of WMRR Interest
	Exhibit L-6D	Form of Transferor Certificate for Transfer
    of Class TCRR Certificates
	Exhibit M-1A	Form of Investor Certification for Non-Borrower
    Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, the Woodlands Mall
    Controlling Class Representative, a Woodlands Mall Controlling Class Certificateholder, the Centre Controlling Class Representative
    and/or a Centre Controlling Class Certificateholder)
	Exhibit M-1B	Form of Investor Certification for Non-Borrower
    Party (for the Controlling Class Representative, a Controlling Class Certificateholder, the Woodlands Mall Controlling Class
    Representative, a Woodlands Mall Controlling Class Certificateholder, the Centre Controlling Class Representative and/or a
    Centre Controlling Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification for Borrower
    Party (for the Controlling Class Representative, a Controlling Class Certificateholder, the Woodlands Mall Controlling Class
    Representative, a Woodlands Mall Controlling Class Certificateholder, the Centre Controlling Class Representative and/or a
    Centre Controlling Class Certificateholder)
	Exhibit M-1D	Form of Investor Certification for Borrower
    Party (for persons other than the Controlling Class Representative, a Controlling Class Certificateholder, a Risk Retention
    Consultation Party, a Holder of Class VRR Certificate(s), the Woodlands Mall Controlling Class Representative, a Woodlands
    Mall Controlling Class Certificateholder, the Centre Controlling Class Representative and/or a Centre Controlling Class Certificateholder)
	Exhibit M-1E	Form of Investor Certification for Borrower
    Party (for a Risk Retention Consultation Party or a Holder of Class VRR Certificate(s))
	Exhibit M-1F	Form of Notice of Excluded Controlling Class
    Holder



 






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	Exhibit M-1G	Form of Notice of Excluded
    Controlling Class Holder to Certificate Administrator
	Exhibit M-1H	Form of Certification of the Controlling Class
    Representative, the Woodlands Mall Controlling Class Representative and the Centre Controlling Class Representative
	Exhibit M-1I	Form of Certification of a Risk Retention Consultation
    Party
	Exhibit M-2A	Form of Investor Certification for Exercising
    Voting Rights or Pooled Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification for Exercising
    Voting Rights or Pooled Voting Rights for Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit M-5	Form of NRSRO Certification
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to be Addressed in Assessment
    of Compliance
	Exhibit P	[Reserved]
	Exhibit Q	Retained Defeasance Rights and Obligations Mortgage
    Loans
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W-1	Form of Additional Disclosure Notification
	Exhibit W-2	Form of Additional Disclosure Notification (Accounts)
	Exhibit W-3	Form of Notice of Additional Indebtedness Notification
	Exhibit X	Form Certification to be Provided with Form
    10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor
    by the Certificate Administrator
	Exhibit Y-2	Form of Certification to be Provided to Depositor
    by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor
    by the Special Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor
    by the Operating Advisor
	Exhibit Y-5	Form of Certification to be Provided to Depositor
    by the Custodian
	Exhibit Y-6	Form of Certification to be Provided to Depositor
    by the Trustee
	Exhibit Y-7	Form of Certification to be Provided to Depositor
    by the Asset Representations Reviewer
	Exhibit Y-8	Form of Certification to be Provided to Depositor
    by a Sub-Servicer
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer
    of the Excess Servicing Fee Rights



 






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	Exhibit CC-2	Form of Transferee Certificate
    for Transfer of the Excess Servicing Fee Rights
	Exhibit DD	Form of Notice and Certification Regarding Defeasance
    of Mortgage Loan
	Exhibit EE	[Reserved]
	Exhibit FF-1	Form of Notice Regarding Outside Serviced Mortgage
    Loan (30 Hudson Yards)
	Exhibit FF-2	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Osborn Triangle)
	Exhibit FF-3	Form of Notice Regarding Outside Serviced Mortgage
    Loan (10000 Santa Monica Boulevard)
	Exhibit FF-4	Form of Notice Regarding Outside Serviced Mortgage
    Loan (3 Columbus Circle)
	Exhibit FF-5	Form of Notice Regarding Outside Serviced Mortgage
    Loan (250 Livingston and Waterfront Plaza)
	Exhibit FF-6	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Grand Canal Shoppes)
	Exhibit FF-7	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Vie Portfolio)
	Exhibit FF-8	Form of Notice Regarding Outside Serviced Mortgage
    Loan (ICON Upper East Side Portfolio)
	Exhibit FF-9	Form of Notice Regarding Outside Serviced Mortgage
    Loan (SWVP Portfolio)
	Exhibit FF-10	Form of Notice Regarding Outside Serviced Mortgage
    Loan (Greenleaf at Howell)
	Exhibit GG	Specified Mortgage Loans
	Exhibit HH	Form of Asset Review Report
	Exhibit II	Form of Asset Review Report Summary
	Exhibit JJ	Asset Review Procedures
	Exhibit KK	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	Exhibit LL	Form of Notice of [Additional Delinquent Mortgage
    Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit MM	Form of Certificate Administrator Receipt in
    Respect of Risk Retention Certificates



 






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Pooling
and Servicing Agreement, dated as of August 1, 2019, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination,
as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer,
Pentalpha Surveillance LLC, as Operating Advisor, Pentalpha Surveillance LLC, as Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


PRELIMINARY
STATEMENT:


 


(Terms
used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


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


 


WOODLANDS
MALL REMIC


 


The
Woodlands Mall REMIC will hold the Woodlands Mall Trust Subordinate Companion Loan and will issue (i) 4 classes of uncertificated
Woodlands Mall Regular Interests (designated as the Class LWM-A, Class LWM-B, Class LWM-C and Class LWMRR Woodlands
Mall Regular Interests, respectively), each of which will constitute a class of “regular interests” in the Woodlands
Mall REMIC, and (ii) the Woodlands Mall Residual Interest, which will be the sole class of “residual interests” in
the Woodlands Mall REMIC and will be evidenced by the Class R Certificates.


 






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


 


	Designation of Woodlands Mall Regular Interest	 	Interest Rate	 	Original Woodlands Mall Principal Balance
	Class LWM-A	 	(1)	 	$	78,436,000	 
	Class LWM-B	 	(1)	 	$	48,094,000	 
	Class LWM-C	 	(1)	 	$	42,000,000	 
	Class LWMRR	 	(1)	 	$	8,870,000	 



 





 






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


 


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


 


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


 


CENTRE
REMIC


 


The
Centre REMIC will hold The Centre Trust Subordinate Companion Loan and will issue (i) 6 classes of uncertificated Centre Regular
Interests (designated as the Class LTC-A, Class LTC-B, Class LTC-C, Class LTC-D, Class LTC-E and Class LTCRR
Centre Regular Interests, respectively), each of which will constitute a class of “regular interests” in the Centre
REMIC, and (ii) the Centre Residual Interest, which will be the sole class of “residual interests” in the Centre REMIC
and will be evidenced by the Class R Certificates.


 


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


 



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	Designation
of Centre Regular Interest 
	 	Interest
                                         Rate 
	 	Original
Centre 
 Principal Balance 

	Class
    LTC-A	 	(1)	 	$	9,600,000	 
	Class
    LTC-B	 	(1)	 	$	8,900,000	 
	Class
    LTC-C	 	(1)	 	$	10,400,000	 
	Class
    LTC-D	 	(1)	 	$	10,300,000	 
	Class
    LTC-E	 	(1)	 	$	25,800,000	 
	Class
    LTCRR	 	(1)	 	$	5,000,000	 






 





 






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


 


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


 


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


 


LOWER-TIER
REMIC


 


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


 


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


 


	Designation
of Lower-Tier Regular Interest 
	 	Interest
                                   Rate 
	 	Original
Lower-Tier Principal Balance 

	Class
    LA-1	 	(1)	 	$	16,310,000	 
	Class LA-2	 	(1)	 	$	221,930,000	 
	Class LA-3	 	(1)	 	$	5,920,000	 
	Class LA-4	 	(1)	 	$	215,000,000	 
	Class LA-5	 	(1)	 	$	321,699,000	 
	Class
    LA-AB	 	(1)	 	$	22,612,000	 
	Class
    LA-S	 	(1)	 	$	143,478,000	 
	Class
    LB	 	(1)	 	$	50,217,000	 
	Class
    LC	 	(1)	 	$	43,043,000	 



 






    - 3 -


     


    

 


	Class
    LD	 	(1)	 	$	24,391,000	 
	Class
    LE	 	(1)	 	$	17,217,000	 
	Class
    LF-RR	 	(1)	 	$	20,087,000	 
	Class
    LG-RR	 	(1)	 	$	11,478,000	 
	Class
    LJ-RR	 	(1)	 	$	34,435,107	 
	Class
    LVRR	 	(1)	 	$	34,054,400	 






 





 






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


 


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


 


UPPER-TIER
REMIC


 


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


 


The
following table sets forth the approximate initial pass-through rate and the original Certificate Balance or, in the case
of the Class X-A, Class X-B and Class X-D Certificates, original Notional Amount, as applicable, for each Class of
Non-Vertically Retained Pooled Regular Certificates and Loan-Specific Certificates and for the Class VRR Upper-Tier Regular Interest:


 


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

	Class
    A-1	 	2.2557%	 	$	16,310,000	 
	Class A-2	 	3.0008%	 	$	221,930,000	 
	Class A-3	 	2.8130%	 	$	5,920,000	 
	Class A-4	 	2.8589%	 	$	215,000,000	 
	Class A-5	 	3.1156%	 	$	321,699,000	 
	Class
    A-AB	 	3.0416%	 	$	22,612,000	 
	Class X-A(1)	 	1.2070%	 	$	946,949,000	 



 






    - 4 -


     


    

 


	Class A-S	 	3.4188%	 	$	143,478,000	 
	Class
    B	 	3.5702%	 	$	50,217,000	 
	Class
    C	 	3.8726%	 	$	43,043,000	 
	Class X-B(1)	 	0.5552%	 	$	93,260,000	 
	Class X-D(1)	 	1.2649%	 	$	41,608,000	 
	Class
    D	 	3.0000%	 	$	24,391,000	 
	Class
    E	 	3.0000%	 	$	17,217,000	 
	Class
    F-RR	 	4.2649%	 	$	20,087,000	 
	Class
    G-RR	 	4.2649%	 	$	11,478,000	 
	Class
    J-RR	 	4.2649%	 	$	34,435,107	 
	Class
    VRR Upper-Tier Regular Interest(2)	 	(3)	 	$	34,054,400	(4)
	Class
    WM-A	 	4.3877%	 	$	78,436,000	 
	Class
    WM-B	 	4.3877%	 	$	48,094,000	 
	Class
    WM-C	 	4.3877%	 	$	42,000,000	 
	Class
    WMRR	 	(5)	 	$	8,870,000	 
	Class
    TC-A	 	3.5549%	 	$	9,600,000	 
	Class
    TC-B	 	3.5549%	 	$	8,900,000	 
	Class
    TC-C	 	3.5549%	 	$	10,400,000	 
	Class
    TC-D	 	3.5549%	 	$	10,300,000	 
	Class
    TC-E	 	3.5549%	 	$	25,800,000	 
	Class
    TCRR	 	3.5549%	 	$	5,000,000	 






 





 






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





(2)          The
Class VRR Upper-Tier Regular Interest is evidenced by the Class VRR Certificates.





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





(4)          $34,054,400
is also the Original Certificate Balance of the Class VRR Certificates.





(5)          Except
for tax reporting purposes, the WMRR Interest will not have a specified Pass-Through Rate, but will be entitled to interest
on any Distribution Date equal to the WMRR Interest Distribution Amount for such Distribution Date. For tax reporting purposes,
the WMRR Interest will accrue interest at the Net Mortgage Pass-Through Rate on the Woodlands Mall Trust Subordinate Companion
Loan in effect from time to time.


 


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


 


The
following table sets forth, with respect to each Class of Non-Vertically Retained Pooled Principal Balance Certificates and Loan-Specific
Certificates and with respect to the Class VRR Upper-Tier Regular Interest the corresponding Lower-Tier Regular Interest (the
“Corresponding Lower-Tier Regular Interest”), Woodlands Mall Regular Interest (the “Corresponding
Woodlands Mall Regular Interest”) or Centre Regular Interest (the “Corresponding Centre Regular Interest”),
as applicable, and any corresponding component of the Class X Certificates (the “Corresponding Component”).
Each Class of Non-Vertically Retained


 



    - 5 -


     


    

 


Pooled Principal Balance Certificates constitutes the “Corresponding Certificates”
with respect to the Corresponding Lower-Tier Regular Interest and the Corresponding Component (if any) for that Class. The
Class VRR Certificates are the “Corresponding Certificates” with respect to the Class LVRR Lower-Tier Regular
Interest. Each Class of Woodlands Mall Loan-Specific Certificates constitutes the “Corresponding Certificates”
with respect to the Corresponding Woodlands Mall Regular Interest for that Class. Each Class of Centre Loan-Specific Certificates
constitutes the “Corresponding Certificates” with respect to the Corresponding Centre Regular Interest for
that Class.


 


	Class
Designation 
	 	Corresponding
Lower-Tier Regular Interest, Woodlands Mall Regular Interest or Centre Regular Interest(1) 
	 	Corresponding
Component(1) 

	Class
    A-1	 	Class
    LA-1	 	Class
    A-1
	Class
    A-2	 	Class
    LA-2	 	Class
    A-2
	Class
    A-3	 	Class
    LA-3	 	Class
    A-3
	Class
    A-4	 	Class
    LA-4	 	Class
    A-4
	Class
    A-5	 	Class
    LA-5	 	Class
    A-5
	Class
    A-AB	 	Class
    LA-AB	 	Class
    A-AB
	Class
    A-S	 	Class
    LA-S	 	Class
    A-S
	Class
    B	 	Class
    LB	 	Class
    B
	Class
    C	 	Class
    LC	 	Class
    C
	Class
    D	 	Class
    LD	 	Class
    D
	Class
    E	 	Class
    LE	 	Class
    E
	Class
    F-RR	 	Class
    LF-RR	 	N/A
	Class
    G-RR	 	Class
    LG-RR	 	N/A
	Class
    J-RR	 	Class
    LJ-RR	 	N/A
	Class
    VRR Upper-Tier Regular Interest	 	Class
    LVRR(2)	 	N/A
	Class
    WM-A	 	Class
    LWM-A	 	N/A
	Class
    WM-B	 	Class
    LWM-B	 	N/A
	Class
    WM-C	 	Class
    LWM-C	 	N/A
	Class
    WMRR	 	Class
    LWMRR	 	N/A
	Class
    TC-A	 	Class
    LTC-A	 	N/A
	Class
    TC-B	 	Class
    LTC-B	 	N/A
	Class
    TC-C	 	Class
    LTC-C	 	N/A
	Class
    TC-D	 	Class
    LTC-D	 	N/A
	Class
    TC-E	 	Class
    LTC-E	 	N/A
	Class
    TCRR	 	Class
    LTCRR	 	N/A


 








 






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





(2)          The
Class LVRR Lower-Tier Regular Interest is also the Corresponding Lower-Tier Regular Interest with respect to the Class VRR Certificates.


 






    - 6 -


     


    

 


GRANTOR
TRUST


 


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


 


LOAN
COMBINATIONS


 


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


 


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

	1	 	30
    Hudson Yards	 	Outside
    Serviced	 	HY
    2019-30HY TSA	 	July
    6, 2019	 	Notes
    A-1-C4, A-1-C5, A-1-C10	 	Notes
A-1-C1, A-1-C2, A-1-C3, A-1-C6, A-1-C7, A-1-C8, A-1-C9, A-1-S1,
A-1-S2, A-1-S3, A-2-C1, A-2-C2, A-2-C3, A-2-C4, A-2-C5, A-2-S1,
A-2-S2, A-2-S3, A-3-C1, A-3-C2,

         
	 	Notes
    B-1, B-2, B-3



 






    - 7 -


     


    

 


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

	 	 	 	 	 	 	 	 	 	 	 	 	A-3-C3, A-3-C4, A-3-C5,
    A-3-S1, A-3-S2, A-3-S3	 	 
	2	 	Woodlands
    Mall	 	Serviced	 	N/A	 	August
    8, 2019	 	Notes
    A-1-1, A-5, A-7	 	Notes
                                         A-1-2, A-2, A-3, A-4, A-6

         
	 	Note
    B
	3	 	The
                                         Zappettini Portfolio

         
	 	Serviced	 	N/A	 	May
    31, 2019	 	Note
    A-1	 	Note
    A-2	 	N/A
	6	 	Osborn
    Triangle	 	Outside
    Serviced	 	JPMCC
    2019-OSB TSA	 	June
    13, 2019	 	Note
    A-2	 	Notes
    A-1, A-3, A-4, A-5, A-6	 	Note
    B-1
	7	 	10000
                                         Santa Monica Boulevard

         
	 	Outside
    Serviced	 	NCMS
    2019-10K TSA	 	June
    4, 2019	 	Notes
    A-3, A-4, A-6	 	Notes
    A-1, A-2, A-5, A-7, A-8	 	Note
    A-B
	8	 	3
    Columbus Circle	 	Outside
    Serviced	 	Benchmark
    2019-B10 PSA	 	March
    13, 2019	 	Notes
    A-1-2-B, A-1-7	 	Notes
                                         A-1-1, A-1-2-A, A-1-3, A-1-4 A-1-5, A-1-6,
                                         A-1-8, A-2-1, A-2-2, A-2-3, A-2-4, A-2-5-A,
                                         A-2-5-B

         
	 	Notes
    B-1, B-2
	9	 	250
    Livingston	 	Outside
    Serviced	 	GSMS
    2019-GC40 PSA	 	July
    11, 2019	 	Note
    A-2	 	Note
    A-1	 	N/A
	10	 	Grand
    Canal Shoppes	 	Outside
    Serviced	 	MSC
    2019-H7 PSA	 	July
    3, 2019	 	Note
    A-3-1	 	Notes
                                         A-1-1, A-1-2, A-1-3,

         

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



 






    - 8 -


     


    

 


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

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

                                                           

                                                          A-4-5
	 	 
	11	 	CIRE
    Equity Retail & Industrial Portfolio	 	Serviced	 	N/A	 	July
    11, 2019	 	Notes
    A-1, A-2-1	 	Notes
    A-2-2, A-3, A-4, A-5, A-6	 	N/A
	12	 	Waterfront
    Plaza	 	Outside
    Serviced	 	GSMS
    2019-GC40 PSA	 	June
    24, 2019	 	Notes
    A-2, A-4	 	Notes
    A-1, A-3	 	N/A
	14	 	2
    MacArthur	 	Serviced	 	N/A	 	June
    14, 2019	 	Note
    A	 	N/A	 	Note
    B
	15	 	The
    Centre	 	Serviced	 	N/A	 	July
    29, 2019	 	Note
    A-1	 	Note
    A-2-1, A-2-2	 	Note
    B-1
	16	 	Vie
    Portfolio	 	Outside
    Serviced	 	JPMCC
    2019-COR5 PSA	 	April
    11, 2019	 	Note
    A-3	 	Notes
    A-1, A-2	 	N/A
	17	 	ICON
    Upper East Side Portfolio	 	Outside
    Serviced	 	JPMCC
    2019-ICON UES TSA	 	May
    16, 2019	 	Note
    A-3	 	Notes
    A-1, A-2 	 	Note
    B
	23	 	SWVP
    Portfolio	 	Outside
    Serviced	 	BBCMS
    2019-C3 PSA	 	June
    11, 2019	 	Note
    A-10	 	Notes
    A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9	 	N/A
	34	 	Greenleaf
    at Howell	 	Outside
    Serviced	 	Benchmark
    2019-B11 PSA	 	June
    17, 2019	 	Note
    A-1-B	 	Notes
    A-1-A, A-2	 	N/A


 


CREDIT
RISK RETENTION


 


Pooled
Certificates


 


CREFI
will be the “retaining sponsor” (as such term is defined in Regulation RR) for the securitization transaction constituted
by the securitization of the Mortgage Pool and the issuance of the Pooled Certificates.


 


On
the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, CREFI will receive, as partial consideration for the
Mortgage Loans that CREFI is transferring to the Depositor, $9,744,358 of the VRR Interest (such portion of the VRR Interest,
the “VRR1 Interest”).


 


On
the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, DBNY, an “originator” (within the meaning
of Regulation RR) of Mortgage Loans representing approximately 39.7% of the aggregate Cut-off Date Balance of all the Mortgage
Loans, will receive from the Depositor, at the direction of GACC, $13,524,317 of the VRR Interest (such


 



    - 9 -


     


    

 


portion of the VRR Interest,
the “VRR2 Interest”), in exchange for a reduction in the price that DBNY is to receive for its sale (through
GACC) to the Depositor of the Mortgage Loans that it is transferring (through GACC) to the Depositor.


 


On
the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, JPMCB, an “originator” (within the meaning
of Regulation RR) of Mortgage Loans representing approximately 31.7% of the aggregate Cut-off Date Balance of all the Mortgage
Loans, will receive from the Depositor $10,785,725 of the VRR Interest (such portion of the VRR Interest, the “VRR3 Interest”),
in exchange for a reduction in the price that JPMCB is to receive for its sale to the Depositor of the Mortgage Loans thereof
that it is transferring to the Depositor.


 


On
the Closing Date, the Third Party Purchaser will cause its majority-owned affiliate, KKR CMBS II Aggregator Type 1 L.P., to purchase
from the Initial Purchasers for cash the Class F-RR, Class G-RR and Class J-RR Certificates. The Class F-RR, Class
G-RR and Class J-RR Certificates that such majority-owned affiliate of the Third Party Purchaser is purchasing are collectively
referred to in this Agreement as the “HRR Interest.”


 


Woodlands
Mall Loan-Specific Certificates


 


GACC
will be the “retaining sponsor” (as such term is defined in Regulation RR) (the “Woodlands Mall Retaining
Sponsor”) for the securitization transaction constituted by the securitization of the Woodlands Mall Trust Subordinate
Companion Loan and the issuance of the Woodlands Mall Loan-Specific Certificates. The Woodlands Mall Retaining Sponsor will
satisfy its risk retention requirements under Regulation RR with respect to such securitization by it or its “majority-owned
affiliate” (as such term is defined in Regulation RR) holding for its own account an “eligible vertical interest”
(as defined in Regulation RR) that will consist of the WMRR Interest in the form of the Class WMRR Certificates.


 


Centre
Loan-Specific Certificates


 


CREFI
will be the “retaining sponsor” (as such term is defined in Regulation RR) (the “Centre Retaining Sponsor”)
for the securitization transaction constituted by the securitization of The Centre Trust Subordinate Companion Loan and the issuance
of the Centre Loan-Specific Certificates. The Centre Retaining Sponsor will satisfy its risk retention requirements under
Regulation RR with respect to such securitization by a third party purchaser (the “Centre Retaining Third Party Purchaser”),
which will be CRE Fund Investments III LLC, a Delaware limited liability company, which entity’s equity owner is advised
by Shelter Growth Capital Partners LLC, purchasing, on the Closing Date for cash, and holding for its own account an “eligible
horizontal residual interest” (as defined in Regulation RR) that will consist of the Class TCRR Certificates having a fair
value equal to at least 5.0% of the aggregate fair value of all Centre Loan-Specific Certificates, as of the Closing Date.


 


*
* * * *


 


As
of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,181,871,508.


 






    - 10 -


     


    

 


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


 


Article
I



DEFINITIONS


 


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


 


“2
MacArthur Loan Combination”: Collectively, the 2 MacArthur Mortgage Loan and the 2 MacArthur Subordinate Companion Loan.


 


“2
MacArthur Mortgage Loan”: The Mortgage Loan evidenced by one promissory note, Note A, made by the related Mortgagor
and secured by the Mortgage on the 2 MacArthur Mortgaged Property, which is included in the Trust (identified as Loan No. 14 on
the Mortgage Loan Schedule) and which is senior in right of payment to the 2 MacArthur Subordinate Companion Loan to the extent
set forth in the related Loan Documents and as provided in the related Co-Lender Agreement.


 


“2
MacArthur Mortgaged Property”: The underlying real property securing the 2 MacArthur Loan Combination referred to in
the Mortgage Loan Schedule as “2 MacArthur,” as more fully described in the related Loan Documents.


 


“2
MacArthur Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by one promissory, Note B, made by the
related Mortgagor and secured by the Mortgage on the 2 MacArthur Mortgaged Property, which is not an asset of the Trust and which
is subordinate in right of payment to the 2 MacArthur Mortgage Loan to the extent set forth in the related Loan Documents and
as provided in the related Co-Lender Agreement.


 


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


 


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


 


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


 


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


 



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Trust or the original unmodified Trust Loan and (2) as to which an
Appraisal Reduction Amount is not in effect.


 


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and with the consent of the applicable Directing Holder and after non-binding consultation
with any applicable Consulting Parties pursuant to Section 6.09), that (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has
been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided, however,
that the related Directing Holder shall be required to respond to the Special Servicer’s request for such consent (or be
deemed to have provided such consent) within the time period in Section 6.09(a) with respect to Acceptable Insurance Defaults;
provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard,
that exigent circumstances do not allow the Special Servicer to consult with the related Directing Holder or the applicable Consulting
Parties, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent
consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative
Cost Rate”: As of any date of determination, with respect to any Trust Loan, a rate equal to the sum of the Servicing
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate (except in the case of a Trust Subordinate


 



    - 13 -


     


    

 



Companion Loan), the CREFC® Intellectual Property Royalty License Fee Rate and the Trustee/Certificate Administrator
Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account (in each
case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit
of the Companion Loan Holders or is otherwise allocable to the Trust Subordinate Companion Loans) and/or the Lower-Tier REMIC
Distribution Account as of the close of business on the Business Day immediately preceding the related Master


 



    - 14 -


     


    

 


Servicer Remittance
Date, exclusive of any portion of the foregoing that represents (without duplication):


 


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


 


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


 


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


 


(iv)        Yield
Maintenance Charges on the Mortgage Loans;


 


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


 


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


 


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


 


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


 


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


 



    - 15 -


     


    

 


made or such remittances are received,
as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance
Date;


 


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


 


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


 


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


 


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


 


“Aggregate
Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (which,
for the avoidance of doubt, will not include any amounts received with respect to the Trust Subordinate Companion Loans):


 


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


 


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


 


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


 



    - 16 -


     


    

 


subsequently recovered on the related Mortgage Loan (including any successor
REO Mortgage Loan with respect thereto), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution
Date related to the Collection Period in which such recovery occurs).


 


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


 


“Aggregate
Woodlands Mall Principal Distribution Amount”: For any Distribution Date, the sum of the following amounts:


 


(a)          the
Woodlands Mall Scheduled Principal Distribution Amount for that Distribution Date, and


 


(b)          the
Woodlands Mall Unscheduled Principal Distribution Amount for that Distribution Date;


 


provided,
that the Aggregate Woodlands Mall Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero,
by the amount of any reimbursements of:


 


(A)        Nonrecoverable
Advances, together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on the Woodlands Mall Trust Subordinate Companion Loan in a period during which such principal collections would have
otherwise been included in the Aggregate Woodlands Mall Principal Distribution Amount for such Distribution Date, and


 


(B)         Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the Woodlands Mall Trust Subordinate Companion
Loan in a period during which such principal collections would have otherwise been included in the Aggregate Woodlands Mall Principal
Distribution Amount for such Distribution Date;


 


provided,
further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the Woodlands Mall Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) for a
prior Distribution Date are subsequently recovered on the Woodlands Mall Trust Subordinate Companion Loan (or any successor REO
Companion Loan with respect thereto), such recovery will increase the Aggregate Woodlands Mall Principal Distribution Amount for
the Distribution Date related to the Collection Period in which such recovery occurs.


 


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


 


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


 






    - 17 -


     


    

 


“Ancillary
Fees”: With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient
or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges,
Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Applied
WMRR Realized Loss Amount”: All reductions in the Certificate Balance of the WMRR Interest in respect of WMRR Realized
Losses allocable thereto.


 






    - 18 -


     


    

 


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


 


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


 



    - 19 -


     


    

 


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


 


Upon
payment in full or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal
Reduction Amount will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event
has occurred, such Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if


 



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(a) such Serviced Loan has become
a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan
becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and
is continuing with respect to such Serviced Loan.


 


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


 


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


 


“Appraisal
Reduction Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes
a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which
does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 30 days after
the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if the related
Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special
Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable to the Special
Servicer prior to the date 30 days after the Balloon Payment was due, the date occurring 120 days after the date on which the
Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing
is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar
official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after
the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy,
insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains
outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If
an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced Loan Combination, then
an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion


 



    - 21 -


     


    

 


Loan(s). If an Appraisal
Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Loan Combination, then an Appraisal
Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion
Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Balance of all Classes of Non-Vertically Retained Pooled Principal Balance Certificates (other than the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates) and, solely in the case of
the Woodlands Mall Loan Combination and The Centre Loan Combination, also of all Classes of related Loan-Specific Certificates,
has been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special
Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset
Representations Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, or its successor-in-interest,
or any successor Asset Representations Reviewer as herein provided.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assumption
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption
fees of such Serviced Mortgage Loan


 



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(or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a),
3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor
and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor
in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master
Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


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


 


“Available
Funds”: With respect to any Distribution Date, the sum of the Aggregate Pooled Available Funds, the Woodlands Mall Available
Funds and the Centre Available Funds.


 


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


 


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


 


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


 






    - 24 -


     


    

 


“BBCMS
2019-C3 PSA”: The Pooling and Servicing Agreement, dated as of June 1, 2019, between Barclays Commercial Mortgage
Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special
servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the
terms thereof, pursuant to which the BBCMS Mortgage Trust 2019-C3, Commercial Mortgage Pass-Through Certificates, Series
2019-C3 were issued.


 


“Benchmark
2019-B10 PSA”: The Pooling and Servicing Agreement, dated as of April 1, 2019, between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer,
Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the terms thereof,
pursuant to which the Benchmark 2019-B10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B10
were issued.


 


“Benchmark
2019-B11 PSA”: 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 trustee and as certificate administrator,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time
to time in accordance with the terms thereof, pursuant to which the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B11 were issued.


 


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


 


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


 


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


 


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


 






    - 25 -


     


    

 


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


 


“Centre
Available Funds”: The sum of the following amounts (without duplication) (which, for the avoidance of doubt, will not
include any amounts received in respect of the Mortgage Loans or Woodlands Mall Trust Subordinate Companion Loan):


 


(a)          the
aggregate amount of all cash received on The Centre Trust Subordinate Companion Loan and, to the extent allocable to The Centre
Trust Subordinate Companion Loan, any related REO Property that is 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 allocable to any Mortgage Loan or any
other Companion Loan or held for the benefit of the holders of the Pooled Certificates or the holders of the Woodlands Mall Loan-Specific
Certificates) and/or the Centre REMIC Distribution Account as of the close of business on the Business Day immediately preceding
the Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without duplication):


 


(i)          any
scheduled payments of principal and/or interest, including any Balloon Payments that are accompanied by interest due through the
related maturity date, paid by the related Mortgagor with respect to The Centre Trust Subordinate Companion Loan, that are due
(without regard to grace periods) on a Due Date that occurs after the related Determination Date;


 


(ii)          payments
(scheduled or otherwise) of principal (including prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds and
Net Condemnation Proceeds and other unscheduled recoveries allocable to The Centre Trust Subordinate Companion Loan that were
received after the related Determination Date (other than the Trust’s applicable interest in any related REO Property contemplated
by clause (b) of this definition for the subject Distribution Date);


 


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


 


(iv)        with
respect to any Distribution Date occurring in January (other than during a leap year) or February of any calendar year (unless
such Distribution Date is the final Distribution Date), the Withheld Amount related to The Centre Trust Subordinate Companion
Loan to the extent those funds are on deposit in the Collection Account;


 






    - 26 -


     


    

 


(v)         Yield
Maintenance Charges on The Centre Trust Subordinate Companion Loan (which are separately distributed to holders of the related
Centre Loan-Specific Certificates);


 


(vi)        amounts
deposited in the Collection Account or the Centre REMIC Distribution Account in error; and/or


 


(vii)       late
payment charges or accrued interest on The Centre Trust Subordinate Companion Loan allocable to the default interest rate for
such Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate
for The Centre Trust Subordinate Companion Loan;


 


(b)          if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, the aggregate amount
allocable to The Centre Trust Subordinate Companion Loan transferred from the REO Account to the Collection Account for the subject
Distribution Date, to the extent that such transfer is made or such remittance is received by the close of business on the Business
Day immediately preceding the related Master Servicer Remittance Date;


 


(c)          all
Compensating Interest Payments made by the Master Servicer with respect to The Centre Trust Subordinate Companion Loan for the
subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to The
Centre Trust Subordinate Companion Loan for the subject Distribution Date (net of the related Trustee/Certificate Administrator
Fee and Operator Advisor Fee with respect to the Centre Trust Subordinate Companion Loan for which such Compensating Interest
Payments or P&I Advances are made, to the extent not already deducted from Centre Available Funds pursuant to clause (a)(iii)
of this definition); and


 


(d)          with
respect to any Distribution Date occurring in March (or February, if such Distribution Date is the final Distribution Date), commencing
in 2020, the related Withheld Amounts related to The Centre Trust Subordinate Companion Loan as required to be deposited in the
Centre REMIC Distribution Account.


 


“Centre
Control Appraisal Period”: With respect to The Centre Loan Combination, if and for so long as (a) (1) the initial principal
balance of The Centre Trust Subordinate Companion Loan minus (2) the sum (without duplication) of (x) any payments of principal
allocated to, and received on, The Centre Trust Subordinate Companion Loan, (y) any appraisal reductions for The Centre Loan Combination
that are allocated to The Centre Trust Subordinate Companion Loan and (z) any losses realized with respect to the related Mortgaged
Property or The Centre Loan Combination that are allocated to The Centre Trust Subordinate Companion Loan, is less than (b) 25%
of the remainder of the (i) initial principal balance of The Centre Trust Subordinate Companion Loan less (ii) any payments of
principal allocated to, and received, by the Holder of The Centre Trust Subordinate Companion Loan.


 


“Centre
Control Eligible Certificates”: The Class TC-E and Class TCRR Certificates.


 






    - 27 -


     


    

 


“Centre
Controlling Class”: As of any time of determination, the most subordinate Class of the Centre Control Eligible Certificates
then outstanding that has a Certificate Balance, as notionally reduced by any portion of the cumulative Appraisal Reduction Amount
allocable to such Class, at least equal to 25% of the initial Certificate Balance of that Class; provided, however, that
if no Class of Centre Control Eligible Certificates meets the preceding requirement, the most senior Class of Centre Control Eligible
Certificates will be the Centre Controlling Class. The Centre Controlling Class as of the Closing Date will be Class TCRR Certificates.


 


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


 


“Centre
Controlling Class Representative”: The Centre Controlling Class Certificateholder (or other representative) selected
by at least a majority of the Centre Controlling Class Certificateholders, by Certificate Balance, as identified by notice to
the Certificate Administrator by the applicable Centre Controlling Class Certificateholders from time to time, with notice of
such selection delivered to the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Trustee; provided, however, that (i) absent that selection, or (ii) until a Centre Controlling Class Representative is
so selected or (iii) upon receipt of a notice from the Centre Controlling Class Certificateholders that own Centre Loan-Specific
Certificates representing more than 50% of the Certificate Balance of the Centre Controlling Class, that a Centre Controlling
Class Representative is no longer designated, the Centre Controlling Class Representative will be the Centre Controlling Class
Certificateholder that owns the largest aggregate Certificate Balance of the Centre Controlling Class, as identified to the Certificate
Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the occurrence
of any of the events or circumstances specified in clauses (i), (ii) or (iii) above, the Centre Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Centre Controlling Class has not been identified to the Certificate
Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer will
have no obligation to obtain the consent of, or consult with, any Centre Controlling Class Representative until notified of the
identity of such largest Centre Controlling Class Certificateholder or otherwise notified of the identity of the Centre Controlling
Class Representative as provided in this Agreement. The initial Centre Controlling Class Representative is CRE Fund Investments
III LLC, a Delaware limited liability company, which entity’s equity owner is advised by Shelter Growth Capital Partners
LLC or an affiliate thereof. No person may exercise any of the rights and powers of the Centre Controlling Class Representative
with respect to an Excluded Mortgage Loan. After the occurrence and during the continuance of a Centre Control Appraisal Period,
there will be no Centre Controlling Class Representative.


 


“Centre
Interest Accrual Amount”: With respect to any Distribution Date and any Class of Centre Loan-Specific Certificates,
the interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the Certificate Balance
for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be
made on 30/360 Basis.


 






    - 28 -


     


    

 


“Centre
Interest Distribution Amount”: With respect to any Distribution Date and each Class of Centre Loan-Specific Certificates,
(A) the sum of (i) the Centre Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Centre
Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall
with respect to The Centre Trust Subordinate Companion Loan that is allocated to such Class on such Distribution Date.


 


“Centre
Interest Shortfall”: With respect to any Distribution Date for any Class of Centre Loan-Specific Certificates, the
sum of (a) the portion of the Centre Interest Distribution Amount for such Class remaining unpaid as of the close of business
on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, one month’s interest on
that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date.


 


“Centre
Loan-Specific Certificates”: The Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E
and Class TCRR Certificates.


 


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


 


“Centre
Principal Distribution Amount”: For any Distribution Date, the sum of the following amounts:


 


(a)          the
Centre Scheduled Principal Distribution Amount for that Distribution Date;


 


(b)          the
Centre Unscheduled Principal Distribution Amount for that Distribution Date; and


 


(c)          the
Centre Principal Shortfall for such Distribution Date;


 


provided, that the Centre Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount
of any reimbursements of:


 


(A)        Nonrecoverable
Advances, together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on The Centre Trust Subordinate Companion Loan in a period during which such principal


 



    - 29 -


     


    

 


collections would have otherwise
been included in the Centre Principal Distribution Amount for such Distribution Date, and


 


(B)          Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on The Centre Trust Subordinate Companion Loan in
a period during which such principal collections would have otherwise been included in the Centre Principal Distribution Amount
for such Distribution Date;


 


provided, further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on The Centre Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) are subsequently
recovered on The Centre Trust Subordinate Companion Loan (or such successor REO Companion Loan) for a prior Distribution Date,
such recovery will increase the Centre Principal Distribution Amount for the Distribution Date related to the Collection Period
in which such recovery occurs.


 


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


 


“Centre
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Centre REMIC, designated as the Class LTC-A, Class LTC-B, Class LTC-C, Class LTC-D, Class LTC-E and
Class LTCRR Centre Regular Interests.


 


“Centre
REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists of the Centre Trust Subordinate
Companion Loan and the proceeds thereof, any allocable portion of any REO Property with respect thereto, the related REO Account
(to the extent of amounts therein allocable to The Centre Trust Subordinate Companion Loan), the Centre REMIC Distribution Account
and the Interest Reserve Account (to the extent of amounts therein allocable to The Centre Trust Subordinate Companion Loan).


 


“Centre
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall
be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, Centre REMIC Distribution Account” and which
must be an Eligible Account. The Centre REMIC Distribution Account shall be an asset of the Centre REMIC.


 


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


 


“Centre
Retaining Sponsor”: As defined in the Preliminary Statement.


 



    - 30 -


     


    




 


“Centre
Retaining Third Party Purchaser”: As defined in the Preliminary Statement.


 


“Centre
Scheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of the principal portions of (a)
all Monthly Payments (which do not include Balloon Payments) with respect to The Centre Trust Subordinate Companion Loan (including
any successor REO Companion Loan with respect thereto), due or deemed due during or, if and to the extent not previously received
or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in
each case to the extent paid by the related Mortgagor as of the related Determination Date or advanced by the Master Servicer
or the Trustee, as applicable, in respect of such Distribution Date, and (b) all Balloon Payments allocable to The Centre Trust
Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the extent received during the
related Collection Period, and to the extent not included in clause (a) above for the subject Distribution Date and not previously
received or advanced and distributable to Certificateholders on a preceding Distribution Date. The Centre Scheduled Principal
Distribution Amount from time to time will include all late payments of principal made by a Mortgagor with respect to The Centre
Trust Subordinate Companion Loan, including late payments in respect of a delinquent Balloon Payment, received during the periods
or by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse
the Master Servicer or the Trustee, as the case may be, for prior P&I Advances.


 


“Centre
Unscheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of: (a) all prepayments of principal
received on The Centre Trust Subordinate Companion Loan during the related Collection Period; and (b) any other collections (exclusive
of payments by the related Mortgagor) received on The Centre Trust Subordinate Companion Loan and, to the extent allocable to
The Centre Trust Subordinate Companion Loan, any related REO Property during the related Collection Period whether in the form
of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, net income, rents, and profits from any related REO Property
or otherwise, that were identified and applied by the Master Servicer or Special Servicer, as applicable, as recoveries of previously
unadvanced principal of The Centre Trust Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 






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


 


(ii)          With
respect to any Class of Woodlands Mall Loan-Specific Certificates outstanding at any time, (a) as of any date of determination
on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of Woodlands
Mall Loan-Specific Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Woodlands Mall Loan-Specific
Certificates on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal
thereon and allocations of WM Non-VRR Realized Losses or WMRR Realized Losses, as applicable, thereto on such prior Distribution
Date, and after any increases to such Certificate Balance on such prior Distribution Date (as and to the extent provided in Section
4.01(g) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections
of principal on the Woodlands Mall Trust Subordinate Companion Loan.


 


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


 


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


 


“Certificate
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of


 



    - 32 -


     


    

 


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


 


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


 


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


 


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


 


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


 


(c)          if
the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling
Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling
Class (other than, with respect to any Excluded Controlling Class Mortgage


 



    - 33 -


     


    

 


Loan with respect to which such party is an Excluded
Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).


 


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


 


“Certificateholder
Quorum”: A quorum that:


 


(1)          with
respect to the Pooled Certificates and the related Loan-Specific Certificates, for purposes of a vote to terminate and replace
the Special Servicer for either the Woodlands Mall Loan Combination or The Centre Loan Combination at the request of the Holders
of Certificates evidencing not less than 25% of the Voting Rights allocable to the Pooled Certificates (other than the Class S
Certificates) and the related Loan-Specific Certificates (without regard to the application of any Appraisal Reduction Amounts)
pursuant to Section 6.08(a) of this Agreement, consists of the Holders of Certificates evidencing at least 50% of the Voting
Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of
the respective Classes of applicable Principal Balance Certificates) of all of the Pooled Certificates (other than the Class S
Certificates) and the related Loan-Specific Certificates, on an aggregate basis;


 


(2)          with
respect to the Pooled Certificates, (a) for purposes of a vote to terminate and replace the Special Servicer (other than with
respect to the Woodlands Mall Loan Combination and The Centre Loan Combination) or the Asset Representations Reviewer at the request
of the Holders of Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights (without regard to the application
of any Appraisal Reduction Amounts) pursuant to Section 6.08(a) or Section 11.05(b), as applicable, of this Agreement,
consists of the Holders of Pooled Certificates evidencing at least 50% of the Pooled Voting Rights (taking into account the allocation
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of Pooled Principal
Balance Certificates) of all of the Pooled Certificates (other than the Class S Certificates), on an aggregate basis, and (b)
for purposes of each of (i) a vote to terminate and replace the Special Servicer (other than with respect to the Woodlands Mall
Loan Combination and The Centre Loan Combination) based on a recommendation of the Operating Advisor, (ii) a vote to terminate
and replace the Special Servicer with respect to the Woodlands Mall Loan Combination based on a recommendation of the Operating
Advisor, and (iii) a vote to terminate and replace the Special Servicer with respect to The Centre Loan Combination based on a
recommendation of the Operating Advisor, in each case pursuant to Section 6.08(b) of this Agreement, consists of the Holders
of Pooled Certificates evidencing at least 20% of the aggregate of the outstanding principal balances of all Pooled Certificates,
with such quorum including at least three (3) Holders of Pooled Certificates that are not Risk Retention Affiliated with each
other;


 


(3)          with
respect to the Woodlands Mall Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer
of the Woodlands Mall Loan


 



    - 34 -


     


    

 


Combination based on a recommendation of the Operating Advisor pursuant to Section 6.08(b) of
this Agreement, consists of the Holders of Woodlands Mall Loan-Specific Certificates evidencing at least 20% of the aggregate
of the outstanding principal balances of all Woodlands Mall Loan-Specific Certificates, with such quorum including at least
three (3) Holders of Woodlands Mall Loan-Specific Certificates that are not Risk Retention Affiliated with each other; and


 


(4)          with
respect to the Centre Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer of
The Centre Loan Combination based on a recommendation of the Operating Advisor pursuant to Section 6.08(b) of this Agreement,
consists of the Holders of Centre Loan-Specific Certificates evidencing at least 20% of the aggregate of the outstanding principal
balances of all Centre Loan-Specific Certificates, with such quorum including at least three (3) Holders of Centre Loan-Specific
Certificates that are not Risk Retention Affiliated with each other.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
A-1 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.2557%.


 


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


 


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


 


“Class
A-2 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.0008%.


 






    - 35 -


     


    

 


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


 


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


 


“Class
A-3 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.8130%.


 


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


 


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


 


“Class
A-4 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.8589%.


 


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


 


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


 


“Class
A-5 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.1156%.


 


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


 


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


 


“Class
A-AB Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.0416%.


 


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


 


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


 


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


 


“Class
A-S Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.4188%
and (b) the WAC Rate for such Distribution Date.


 






    - 36 -


     


    

 


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


 


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


 


“Class
B Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.5702% and
(b) the WAC Rate for such Distribution Date.


 


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


 


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


 


“Class
C Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.8726% and
(b) the WAC Rate for such Distribution Date.


 


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


 


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


 


“Class
D Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.0000% and
(b) the WAC Rate for such Distribution Date.


 


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


 


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


 


“Class
E Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.0000% and
(b) the WAC Rate for such Distribution Date.


 


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


 


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


 


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


 






    - 37 -


     


    

 


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


 


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


 


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


 


“Class
R Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Balance or Notional Amount.


 


“Class
S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-19 hereto and evidencing an undivided beneficial interest in
the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional
Amount.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Vertically Retained Percentage
of any Excess Interest collected on the ARD Mortgage Loans and the Non-Vertically Retained Percentage of amounts held from
time to time in the Excess Interest Distribution Account.


 


“Class
TC-A Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-25 hereto.


 


“Class
TC-A Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on The Centre Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
TC-B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-26 hereto.


 


“Class
TC-B Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on The Centre Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
TC-C Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-27 hereto.


 






    - 38 -


     


    

 


“Class
TC-C Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on The Centre Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
TC-D Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-28 hereto.


 


“Class
TC-D Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on The Centre Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
TC-E Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-29 hereto.


 


“Class
TC-E Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on The Centre Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
TCRR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-30 hereto.


 


“Class
TCRR Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on The Centre Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
VRR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-20 hereto. The Class VRR Certificates collectively constitute
the VRR Interest. The Class VRR Certificates represent undivided beneficial interests in the VRR Specific Grantor Trust Assets.


 


“Class
VRR Upper-Tier Regular Interest”: A class of “regular interests”, within the meaning of Code Section
860G(a)(1), in the Upper-Tier REMIC, with the designation “Class VRR”. The beneficial interest in the Class VRR
Upper-Tier Regular Interest is evidenced by the Class VRR Certificates and the Class VRR Upper-Tier Regular Interest will
have a Certificate Balance equal to the Certificate Balance of the Class VRR Certificates from time to time. For tax reporting
purposes, the Class VRR Upper-Tier Regular Interest and the Class VRR Certificates (insofar as they represent undivided beneficial
interests in the Class VRR Upper-Tier Regular Interest) will accrue interest at the WAC Rate in effect from time to time.


 


“Class
WM-A Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-21 hereto.


 






    - 39 -


     


    

 




“Class
WM-A Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on the Woodlands Mall Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
WM-B Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-22 hereto.


 


“Class
WM-B Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on the Woodlands Mall Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
WM-C Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-23 hereto.


 


“Class
WM-C Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Pass-Through
Rate on the Woodlands Mall Trust Subordinate Companion Loan for such Distribution Date.


 


“Class
WMRR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-24 hereto.


 


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


 


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


 


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


 


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


 


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


 


“Class
X-A Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class
X-A Components for such Distribution Date (weighted on


 






    - 40 -


     


    

 


the
basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    - 41 -


     


    

 


“Closing
Date”: August 8, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


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


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of
this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12” and which must be an Eligible Account.


 


“Collection
Period”: With respect any Distribution Date, the period beginning on the day immediately following the Determination
Date occurring in the month preceding the month


 






    - 42 -


     


    

 


in
which that Distribution Date occurs (or, in the case of the Collection Period for the initial Distribution Date, with respect
to any particular Mortgage Loan or Companion Loan, beginning on the day immediately following the Due Date for such Mortgage Loan
or Companion Loan in the month preceding the month in which that Distribution Date occurs (or the date that would have been the
Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month)) and ending on and including the Determination
Date occurring in the month in which that Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


“Companion
Loan Holder”: The holder of a Companion Loan (other than a Trust Subordinate Companion Loan held by the Trust).


 


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


 


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


 


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


 


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


 






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


 


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3 Component,
Class A-4 Component, Class A-5 Component, Class A-AB Component and Class A-S Component; with respect to the Class
X-B Certificates, each of the Class B Component and Class C Component; and with respect to the Class X-D Certificates,
each of the Class D Component and Class E Component.


 


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


 


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


 


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


 


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


 


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


 


“Consultation
Termination Event”: The event that: (1) with respect to any Mortgage Loan (other than the Woodlands Mall Loan Combination
and The Centre Loan Combination), (a) will occur when none of the Classes of Control Eligible Certificates has a Certificate Balance,
without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater than 25% of the initial
Certificate Balance of that Class of Certificates or (b) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h)
of this Agreement; provided, however, that a Consultation Termination Event shall in no event exist at any time that
the Certificate Balance of each Class of Non-Vertically Retained Pooled Principal Balance Certificates senior to the Control
Eligible Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts); and
(2) with respect to each of the Woodlands Mall Loan Combination and The Centre Loan Combination, will be determined in accordance
with clause (1) of this definition, but only if a Woodlands Mall Control Appraisal Period or Centre Control Appraisal Period,
as applicable, exists with respect to such Loan


 






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


 


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


 


(i)           except
with respect to a Serviced Outside Controlled Loan Combination, solely (a) after the occurrence and during the continuance of
a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, (b) for so long
as the related Mortgage Loan is not an Excluded Mortgage Loan, and (c) in the case of each of the Woodlands Mall Loan Combination
and The Centre Loan Combination, provided that an applicable Control Appraisal Period exists with respect to such Loan Combination,
the Controlling Class Representative;


 


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


 


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


 


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


 


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


 


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


 


For
the avoidance of doubt, (A) the Controlling Class Representative shall not be a Consulting Party if and for so long as (1) a Consultation
Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) solely with respect to each of
the Woodlands Mall Loan Combination and The Centre Loan Combination, a Control Appraisal Period does not exist with respect thereto,
and/or (4) with respect to any Serviced Outside Controlled Loan Combination, it is not entitled under the related Co-Lender
Agreement to exercise consultation rights with respect to such Loan Combination, (B) the Operating Advisor shall not be


 






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a
Consulting Party if and for so long as no Operating Advisor Consultation Trigger Event has occurred and is continuing, (C) a Risk
Retention Consultation Party shall not be a Consulting Party with respect to any Mortgage Loan that is an Excluded RRCP Mortgage
Loan with respect to such party, or with respect to any Mortgage Loans other than as described in the immediately preceding clause
(v), and (D) the consultation rights of the holder of a Pari Passu Companion Loan with respect to any related Serviced Loan Combination
shall be subject to the terms of the related Co-Lender Agreement.


 


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


 


“Control
Appraisal Period”: With respect to: (1) The Centre Loan Combination, the Centre Control Appraisal Period; (2) the Woodlands
Mall Loan Combination, the Woodlands Mall Control Appraisal Period; and (3) any other AB Loan Combination, the “control
appraisal period” (or analogous concept) under the related Co-Lender Agreement.


 


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


 


“Control
Termination Event”: The event that: (1) with respect to any Mortgage Loan (other than the Woodlands Mall Loan Combination
and The Centre Loan Combination) either (a) will occur when none of the Classes of the Control Eligible Certificates has a Certificate
Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in accordance with Section
3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance of that Class of Certificates
or (b) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however,
that a Control Termination Event shall in no event exist at any time that the Certificate Balance of each Class of the Non-Vertically
Retained Pooled Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard
to the allocation of Cumulative Appraisal Reduction Amounts); and (2) with respect to each of the Woodlands Mall Loan Combination
and The Centre Loan Combination, will be determined in accordance with clause (1) of this definition, but only if a Woodlands
Mall Control Appraisal Period or Centre Control Appraisal Period, as applicable, exists with respect to such Loan Combination.
With respect to Excluded Mortgage Loans as to which the Controlling Class Representative would otherwise be the Directing Holder,
a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a Certificate Balance (as notionally reduced by any portion of the Cumulative Appraisal Reduction Amount allocable to
such Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance
of such Class; provided, however, that (except under the circumstances set forth in the following proviso) if no
Class of Control Eligible Certificates meets the preceding requirement, then the Class F-RR Certificates will be the Controlling
Class; and provided, further, however, that if, at any time the aggregate outstanding Certificate Balance
of the Classes of Non-Vertically


 






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Retained
Pooled Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to
the allocation of any Cumulative Appraisal Reduction Amounts), then the Controlling Class shall be the most subordinate Class
of Control Eligible Certificates that has an outstanding Certificate Balance greater than zero (without regard to the allocation
of any Cumulative Appraisal Reduction Amounts). The Controlling Class as of the Closing Date will be the Class J-RR Certificates.


 


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


 


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


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate
trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee
is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee Benchmark


 






    - 47 -


     


    

 


2019-B12,
and (ii) the Certificate Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor,
Jersey City, New Jersey 07310, Attention - Securities Window, and for all other purposes, except as specifically set forth
herein, 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services, Benchmark 2019-B12.


 


“Corrected
Loan”: Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition
of “Specially Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan
or a related Mortgaged Property becoming an REO Property).


 


“Corresponding
Centre Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Centre Loan-Specific
Certificates.


 


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


 


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


 


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


 


“Corresponding
Woodlands Mall Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Woodlands
Mall Loan-Specific Certificates.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially
in the form of and containing the information called for therein for the Mortgage



 






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Loans
and the Trust Subordinate Companion Loans, or such other form for the presentation of such information as may be approved from
time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 






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information
as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Loan Liquidation Report Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Liquidation


 






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


 


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


 


“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 and Trust Subordinate
Companion 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 and Trust Subordinate Companion Loans,
or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 






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may
from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“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 and Trust Subordinate
Companion Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cut-Off
Date”: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage
Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first
Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019


 






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under
the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that
month).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Defaulted
Loan”: A Serviced Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent in
respect of its Balloon Payment, if any, in either


 






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case
such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Note and without
regard to any acceleration of payments under the related Mortgage and Note or (ii) as to which the Master Servicer or Special
Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Determination
Date”: The eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next
Business Day), commencing in September 2019.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(vii)        the
related Loan Agreement, if any;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiv)       any
related environmental insurance policy;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of the origination settlement statement;


 


(r)           a
copy of any Insurance Summary Report;


 


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


 


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


 






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


 


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


 


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


 


in
each case, to the extent that the related originator received such documents in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not received in connection with the origination of such Mortgage Loan
(other than documents that would not be included in connection with the origination of the Mortgage Loan because such document
is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage
Loan has any additional debt), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting
or due diligence analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified
above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence
File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other
documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


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


 


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


 


(a)          except
(i) in the case of the Woodlands Mall Loan Combination prior to the occurrence and continuance of a Woodlands Mall Control Appraisal
Period, (ii) in the case of The Centre Loan Combination prior to the occurrence and continuance of a Centre Control Appraisal
Period, (iii) with respect to an Excluded Mortgage Loan, (iv) with respect to a Serviced Outside Controlled Loan Combination,
and (v) during any period that a Control Termination Event has occurred and is continuing, the Controlling Class Representative;


 


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


 






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(c)          with
respect to the Woodlands Mall Loan Combination so long as it is not an Excluded Mortgage Loan (i) for so long as no Woodlands
Mall Control Appraisal Period exists, the Woodlands Mall Controlling Class Representative and (ii) for so long as a Woodlands
Mall Control Appraisal Period exists and a Control Termination Event has not occurred and is continuing, the Controlling Class
Representative; and


 


(d)          with
respect to The Centre Loan Combination so long as it is not an Excluded Mortgage Loan (i) for so long as no Centre Control Appraisal
Period exists with respect to such Loan Combination, the Centre Controlling Class Representative and (ii) for so long as a Centre
Control Appraisal Period exists and a Control Termination event has not occurred and is continuing, the Controlling Class Representative;


 


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


 


For
the avoidance of doubt: (A) the Controlling Class Representative will not be the Directing Holder if and for so long as (1) a
Control Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) the related Serviced Loan
Combination is a Serviced Outside Controlled Loan Combination, (4) with respect to the Woodlands Mall Loan Combination if and
for so long as the Woodlands Mall Controlling Class Representative is entitled to act as Directing Holder, and/or (5) with respect
to The Centre Loan Combination if and for so long as the Centre Controlling Class Representative is entitled to act as Directing
Holder; (B) there will be no Directing Holder with respect to an Excluded Mortgage Loan; (C) with respect to the Woodlands Mall
Loan Combination, if and for so long as a Woodlands Mall Control Appraisal Period exists, the Woodlands Mall Controlling Class
Representative will not be the Directing Holder; (D) with respect to The Centre Loan Combination, if and for so long as a Centre
Control Appraisal Period exists, the Centre Controlling Class Representative will not be the Directing Holder; and (E) with respect
to any Serviced Outside Controlled Loan Combination, the Outside Controlling Noteholder will be the Directing Holder only if and
for so long as such holder is entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled
to be exercised by the Controlling Class Representative under the circumstances described in clause (a) of this definition.


 


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


 


“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are
not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO
Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade
or business conducted by the Trust Fund, or the performance of any construction work on the REO Property, other than through an
Independent Contractor;


 






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provided,
however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property
solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property
or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of
its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors
is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality
of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the Class R Certificates (except certain farmers’ cooperatives


 






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described
in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2) or (e) any other Person
so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer to such Person may
cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax purposes at any time that the
Certificates are outstanding. For purposes of this definition, the terms “United States,” “State” and
“International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions.


 


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


 


“Distribution
Date”: The fourth Business Day following each Determination Date, commencing in September 2019. The first Distribution
Date shall be September 17, 2019.


 


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


 


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


 


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


 


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


 


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


 


“Due
Period”: With respect to any Distribution Date and any Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto) or Companion Loan (including any successor REO Companion Loan with respect thereto), the period beginning on
the day immediately following the Due Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the Distribution Date occurring in September 2019, if such Mortgage Loan or Companion Loan does not have a Due Date in
such preceding month, beginning on the day after the date that would have been the Due Date if such Mortgage Loan or Companion
Loan had a Due Date in such preceding month) and ending on and including the Due Date in the month in which such Distribution
Date occurs.


 


“Early
Termination Notice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including
successor REO Mortgage Loans with respect


 






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thereto)
and the Trust Subordinate Companion Loans (including successor REO Companion Loans with respect thereto) remaining in the Trust
Fund is less than (b) 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool and the Trust Subordinate
Companion Loans initially included in the Trust Fund.


 


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


 


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


 


“Eligible
Account”: Any of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or
short-term unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated
by Fitch in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination
Custodial Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term
unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of
which are rated at least “AA-“ by Fitch (or “A” by Fitch so long as the short-term deposit or
short-term unsecured debt obligations of such depository institution or trust company are rated no less than “F1”
by Fitch) or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch), (b) the
long-term unsecured debt obligations or deposit accounts of which are rated at least “BBB+” by S&P in the
case of letters of credit and accounts in which funds are held for more than 30 days or, in the case of letters of credit and
accounts in which funds are held for 30 days or less, the short-term deposit accounts or short-term unsecured debt obligations
of which are rated at least “A-1” by S&P (or “A-2” by S&P if the long-term unsecured
debt obligations or deposit accounts thereof are rated at least “BBB” by S&P); (ii) an account or accounts maintained
with PNC Bank, National Association or Citibank, N.A. so long as the long-term unsecured debt rating or deposit account rating
of PNC Bank, National Association or Citibank, N.A., as applicable, shall be at least “A-“ by Fitch and “BBB”
by S&P (if the deposits are to be held in the account for more than 30 days) or the short-term deposit account or short-term
unsecured debt rating of PNC Bank, National Association or Citibank, N.A., as applicable, shall be at least “F1” by
Fitch and “A-2” by S&P (if the deposits are to be held in the account for 30 days or less); (iii) a segregated
trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution
or trust company that, in either case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust
company has a combined capital and surplus of at least $50,000,000, is (in the case of a state chartered depository institution
or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination
by federal and state authority; (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; or


 






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(v)
such other account or accounts not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


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


 


“Eligible
Operating Advisor”: An entity (i) that is the special servicer or operating advisor on a transaction rated by any of
Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction
for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings
of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating
advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the
business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of
experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate
asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and
will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not
affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, the Third Party Purchaser, the Centre Retaining
Third Party Purchaser, any Risk Retention Consultation Party or a depositor, a trustee, a certificate administrator, a master
servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates (including


 






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Risk
Retention Affiliates), (v) that has not been paid any fees, compensation or other remuneration by any Special Servicer or successor
Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the
Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not directly
or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion
Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to
which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled as Asset
Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.


 


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


 


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


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer; and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Holder or a Controlling Class
Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person other than the Special
Servicer, the Directing Holder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such Non-Specially
Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan,
the Special Servicer.


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Class F-RR, Class G-RR, Class J-RR, Class WM-C, Class TC-C, Class TC-D,
Class TC-E and Class TCRR Certificate or, if transferred through Citigroup Global Markets Inc., Deutsche Bank Securities Inc.
or J.P. Morgan Securities LLC, any Class VRR Certificate or Class WMRR Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to


 






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the
transfer restrictions with respect to ERISA Restricted Certificates contained in Section 5.03(n) of this Agreement if,
as of the date of a proposed transfer of such Certificate, it is rated in one of the four highest generic ratings categories by
a credit rating agency that meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit
the transfer of such Certificate to a Plan.


 


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


 


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


 


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


 


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


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest. The Class S Certificates and the Class VRR Certificates shall
be the only Classes of Excess Interest Certificates issued under this Agreement.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which (subject
to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank, N.A., as
Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, Class
VRR and Class S – Excess Interest Distribution Account.” Any such account shall be an Eligible Account. The Excess
Interest Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest Certificates. The Excess
Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Liquidation Proceeds”: With respect to any Mortgage Loan (and, in the case of each of the Woodlands Mall Mortgage Loan
and The Centre Mortgage Loan, the related Trust Subordinate Companion Loan), the excess of (i) Liquidation Proceeds of that Mortgage
Loan (and, in the case of each of the Woodlands Mall Mortgage Loan and The Centre Mortgage Loan, the related Trust Subordinate
Companion Loan) or related REO Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced
Companion Loan Holder


 






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


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the
identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, Excess Liquidation Proceeds Reserve Account.”
Any such account shall be an Eligible Account.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum
of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any
of the terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed
Advances and Additional Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not
otherwise paid or reimbursed by the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but
excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or
previously incurred hereunder with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
and reimbursed from such Modification Fees (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such
Modification Fees), and (B) Advances and Additional Trust Fund Expenses previously paid or reimbursed from Modification Fees as
described in the preceding clause (A), which Advances and Additional Trust Fund Expenses have been recovered from the related
Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special Servicer
shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned
by the Special Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceasing to be a Corrected
Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) ceased to be a Corrected Loan within 18 months of it becoming a modified Serviced Mortgage Loan
(or modified Serviced Loan Combination, if applicable). If such Mortgage Loan (or Serviced Loan Combination) ceases to be a Corrected
Loan, the Special Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect
to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property
(including in connection with


 






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a
repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification Fees
earned and paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment (or, as
contemplated by the preceding proviso, a prior modification, waiver, extension or amendment) shall be applied to offset such Liquidation
Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by
the Master Servicer or the Special Servicer (after taking into account any offset described above applied during such 12-month
period) with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal
to the greater of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if
applicable) after giving effect to such transaction, and (ii) $25,000.


 


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


 


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


 


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


 


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto)
and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), a rate per annum
equal to


 






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


 


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


 


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


 


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


 


“Excluded
Controlling Class Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination,
the Controlling Class Representative or any Controlling Class Certificateholder (or, (i) with respect to the Woodlands Mall Loan
Combination so long as a Woodlands Mall Control Appraisal Period is not continuing, the Woodlands Mall Controlling Class Representative
or any Woodlands Mall Controlling Class Certificateholder, and (ii) with respect to The Centre Loan Combination so long as a Centre
Control Appraisal Period is not continuing, the Centre Controlling Class Representative or any Centre Controlling Class Certificateholder),
as applicable, is a


 






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Borrower
Party. For the avoidance of doubt, if a Mortgage Loan or a Loan Combination is not an Excluded Controlling Class Mortgage Loan,
such Mortgage Loan or Loan Combination also is not an Excluded Mortgage Loan.


 


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


 


“Excluded
Mortgage Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling
Class Representative or the holder(s) of more than 50% of the Controlling Class (by Certificate Balance) (or, (i) with respect
to the Woodlands Mall Loan Combination prior to the continuation of a Woodlands Mall Control Appraisal Period, the Woodlands Mall
Controlling Class Representative or the holder(s) of more than 50% of the Woodlands Mall Controlling Class (by Certificate Balance),
and (ii) with respect to The Centre Loan Combination prior to the continuation of a Centre Control Appraisal Period, the Centre
Controlling Class Representative or the holder(s) of more than 50% of the Centre Controlling Class (by Certificate Balance) is
(or are) a Borrower Party (or are Borrower Parties, as applicable). For the avoidance of doubt, any Excluded Mortgage Loan is
also an Excluded Controlling Class Mortgage Loan.


 


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


 


“Excluded
RRCP Mortgage Loan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage
Loan or Loan Combination with


 






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respect
to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such Risk Retention Consultation Party is
a Borrower Party.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Grand
Canal Shoppes Mortgage Loan”: The Mortgage Loan evidenced by one promissory note, Note A-3-1, made by the related Mortgagor
and secured by the Mortgage on the Grand Canal Shoppes Mortgaged Property included in the Trust (identified as Loan No. 10 on
the Mortgage Loan Schedule), which is an Outside Serviced Mortgage Loan.


 






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“Grand
Canal Shoppes Mortgaged Property”: The underlying real property securing the Grand Canal Shoppes Mortgage Loan referred
to in the Mortgage Loan Schedule as “Grand Canal Shoppes,” as more fully described in the related Loan Documents.


 


“Grand
Canal Shoppes Purchase Option Holder”: With respect to the Grand Canal Shoppes Mortgage Loan, Venetian Casino Resort,
LLC or such other party designated under the Reciprocal Easement Agreement as having the right to purchase the Grand Canal Shoppes
Mortgage Loan following an acceleration thereof.


 


“Grand
Canal Shoppes Reciprocal Easement Agreement”: With respect to the Grand Canal Shoppes Mortgage Loan, that certain Fourth
Amended and Restated Reciprocal Easement, Use and Operating Agreement, dated as of February 29, 2008, among Interface Group—Nevada,
Inc., Grand Canal Shopps II, LLC, Phase II Mall Subsidiary, LLC, Venetian Casino Resort, LLC, and Palazzo Condo Tower, LLC.


 


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


 


“Grantor
Trust Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
is designated as evidencing an interest in the Grantor Trust. The Class S Certificates and the Class VRR Certificates shall be
the only Classes of Grantor Trust Certificates issued under this Agreement.


 


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


 


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


 


“GSMS
2019-GC40 PSA”: The Pooling and Servicing Agreement, dated as of June 1, 2019, between GS Mortgage Securities Corporation
II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer,
Wells Fargo Bank, National Association, as trustee and as certificate administrator and Pentalpha Surveillance LLC, as operating
advisor, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the GS Mortgage
Securities Trust 2019-GC40, Commercial Mortgage Pass-Through Certificates, Series 2019-GC40, were issued.


 


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


 






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


 


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


 


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


 


“HY
2019-30HY TSA”: The Trust and Servicing Agreement, dated as of July 6, 2019, between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer,
Wilmington Trust, National Association, as trustee and Wells Fargo Bank, National Association, as certificate administrator, as
the same may be amended from time to time in accordance with the terms thereof, pursuant to which the Hudson Yards 2019-30HY
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-30HY, were issued.


 


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


 


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


 


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


 


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


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any
Risk Retention Consultation Party, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative)
or any


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Interest
Accrual Amount”: (a) With respect to any Distribution Date and any Class of Non-Vertically Retained Pooled Principal
Balance Certificates, an amount equal to interest for the related Interest Accrual Period accrued at the applicable Pass-Through
Rate for such Class on the related Certificate Balance outstanding immediately prior to such Distribution Date; and (b) with respect
to any Distribution Date and a Class of the Class X Certificates, an amount equal to the Accrued Component Interest for the related
Interest Accrual Period for the applicable Component (or, if there are multiple related Components, the sum of the Accrued Component
Interest for the related Interest Accrual Period for all of the respective Components) for such Class for such Interest Accrual
Period. Calculations of interest for each Interest Accrual Period shall be made on 30/360 Basis.


 


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


 


“Interest
Distribution Amount”: With respect to any Distribution Date and any Class of Non-Vertically Retained Pooled Regular
Certificates, an amount equal to (A) the sum of


 






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(i)
the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest Shortfall, if any, with
respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall with respect to the Mortgage
Pool allocated to such Class on such Distribution Date pursuant to Section 4.01(j).


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator)
shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12, Interest Reserve Account” and which shall be an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate
Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class
Representative or a Loan-Specific Controlling Class Representative (to the extent the Controlling Class Representative or
such Loan-Specific Controlling Class Representative is not a Certificateholder or a Certificate Owner), a Risk Retention Consultation
Party (to the extent such Risk Retention Consultation Party is not a Certificateholder or Certificate Owner) or a Serviced Companion
Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices
(including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A)
(1) in the case of a Person that is not the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific
Controlling Class Representative or any Loan-Specific Controlling Class Certificateholder, such Person is or is not a Borrower
Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the Controlling Class Representative,
any Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan-Specific Controlling
Class Certificateholder, such Person is or is not a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan,
and (B) except in the case of a Serviced Companion Loan Holder or its Companion Loan Holder Representative, such Person has received
a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-1A, Exhibit M-1B,
Exhibit M-1C, Exhibit M-1D or Exhibit M-1E to this Agreement or in the form of an electronic
certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes of exercising Voting Rights
(which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion Loan Holder
Representative), (A) (1) such Person is not a Borrower Party or (2) in the case of the Controlling Class Representative, any Controlling
Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan-Specific Controlling Class Certificateholder,
such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is not the
Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the
foregoing and (C) such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit
M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which may be a click-through
confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s website. The Certificate
Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its


 






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policies
and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative, a Controlling Class Certificateholder,
a Loan-Specific Controlling Class Representative or a Loan-Specific Controlling Class Certificateholder, such Person (A)
shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling Class
Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special servicer appointment rights
as a member of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage Loan.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


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


 


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


 


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


 


“JPMCC
2019-COR5 PSA”: 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 and as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from
time to time in accordance with the terms thereof, pursuant to which the J.P. Morgan Chase Commercial Mortgage Securities
Trust 2019-COR5, Commercial Mortgage Pass-Through Certificates, Series 2019-COR5, were issued.


 


“JPMCC
2019-ICON UES TSA”: The Trust and Servicing Agreement, dated as of May 16, 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,
CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator,
as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the J.P. Morgan Chase Commercial
Mortgage Securities Trust 2019-ICON UES, Commercial Mortgage Pass-Through Certificates, Series 2019-ICON UES, were
issued.


 


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


 







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Mortgage
Securities Trust 2019-OSB, Commercial Mortgage Pass-Through Certificates, Series 2019-OSB, were issued.


 


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


 


“Liquidation
Event”: With respect to any Trust Loan (or Serviced Loan Combination), any of the following events: (i) such Trust Loan
(or Serviced Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to such Trust Loan (or
Serviced Loan Combination); (iii) such Trust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Trust Loan is purchased or otherwise acquired by the Special
Servicer, the Master Servicer, the Holders of the Controlling Class or a Loan-Specific Controlling Class, Holders of the Class
R Certificates, the Remaining Certificateholder, the Holder(s) of all the Centre Loan-Specific Certificates or the Holder(s) of
all the Woodlands Mall Loan-Specific Certificates pursuant to Section 9.01 of this Agreement; (v) such Trust Loan (or Serviced
Loan Combination) is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related
intercreditor agreement, Co-Lender Agreement or similar agreement or, with respect to the Grand Canal Shoppes Mortgage Loan,
by the Grand Canal Shoppes Purchase Option Holder pursuant to the Grand Canal Shoppes Reciprocal Easement Agreement; (vi) the
taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Trust
Loan (or Serviced Loan Combination or relevant portion thereof) is purchased by any Person in accordance with Section 3.17
of this Agreement; or (viii) in the case of an Outside Serviced Mortgage Loan, such Mortgage Loan is liquidated by any party
pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Outside Servicing Agreement
and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or REO Companion
Loan(s)), any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property; (ii) such
REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders of the Controlling Class,
Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (iii)
the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property
is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement,
Co-Lender Agreement or similar agreement; or (v) such REO Property is purchased by another party in accordance with Section
3.17 of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property
acquired in respect thereof or final payoff of a Corrected Loan (including, without limitation, legal


 






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fees
and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes associated with such
Mortgage Loan or Mortgaged Property).


 


“Liquidation
Fee”: (i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted
payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout)
from the related Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated
by Section 2.03 of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives Liquidation Proceeds,
Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to
the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided
that the Liquidation Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any
Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property
as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees
have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated
by the preceding proviso with respect to offset in connection with Excess Modification Fees and the next two (2) provisos, no
Liquidation Fee will be less than $25,000 with respect to any Serviced Mortgage Loan (or related Serviced Loan Combination, if
applicable); provided, further, that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage
Loan or Serviced Loan Combination or any Mortgaged Property purchased, repurchased or substituted for pursuant to clauses (iii)
through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable
Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following its receipt
of notice or discovery of the Material Defect that gave rise to the particular repurchase or substitution obligation, and (B)
clause (v), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement)
or the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement)
does not purchase such Serviced Mortgage Loan or Serviced Loan Combination within 90 days of the date that the first purchase
option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement or
the related Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of the definition
of Liquidation Event (unless with respect to clause (iv), the applicable mezzanine loan holder (based on a purchase option set
forth under the related intercreditor agreement) or the applicable Subordinate Companion Loan Holder (based on a purchase option
set forth under the related Co-Lender Agreement) does not purchase such REO Property within 90 days of the date that the first
purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement
or the related Co-Lender Agreement, as applicable), (b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage
Loan or Serviced Loan Combination or any Mortgaged Property with respect to which a Loss of Value Payment is made as contemplated
by Section 2.03(a) of this Agreement unless the applicable Mortgage Loan Seller does not make the particular Loss of Value
Payment with respect to such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the
Material Defect that gave rise to the payment of the particular Loss of Value Payment, and (c) the Liquidation Fee with


 






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respect
to each Serviced Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage
Loan Seller’s receipt of notice or discovery of a Material Defect shall be in an amount equal to the Liquidation Fee Rate
of the outstanding principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that
if a Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described
in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the related Liquidation
Proceeds or payment are received within 90 days following the related default in connection with the full and final payoff or
refinancing of the related Serviced Mortgage Loan or Serviced Loan Combination, if applicable, the Special Servicer will not be
entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with
such liquidation. For the avoidance of doubt, no Liquidation Fee is payable in connection with an optional termination of the
Trust pursuant to Section 9.01.


 


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


 


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


 


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


 


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


 






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“Loan
Combination Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or
sub-account created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of
the holders of such Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the
Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, and the related Serviced Companion Loan
Holder, as their interests may appear.”


 


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


 


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


 


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


 


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


 


“Loan-Specific
Certificateholder”: Any Holder of a Loan-Specific Certificate.


 


“Loan-Specific
Certificates”: The Woodlands Mall Loan-Specific Certificates and the Centre Loan-Specific Certificates.


 


“Loan-Specific
Controlling Class”: Each of the Woodlands Mall Controlling Class and the Centre Controlling Class.


 


“Loan-Specific
Controlling Class Certificateholder”: Each Woodlands Mall Controlling Class Certificateholder and each Centre Controlling
Class Certificateholder.


 


“Loan-Specific
Controlling Class Representative”: Each of the Woodlands Mall Controlling Class Representative and the Centre Controlling
Class Representative.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5,
Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF-RR, Class LG-RR, Class LJ-RR and
Class LVRR Lower-Tier Regular Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other
than Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property”
under the applicable Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and
all proceeds of such REO Property allocable to the related Mortgage Loan, other property of the Trust Fund related thereto and
amounts (other than Excess Interest and any interest or other income earned thereon) held in respect thereof from time to time
in the Collection


 






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Account,
any Serviced Loan Combination Custodial Account, the Interest Reserve Account and the related REO Account, and amounts held from
time to time in the Lower-Tier REMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case
excluding amounts allocable to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion
Loans. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder will be part of the Trust Fund but
not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall
be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B12, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier
REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Collectively:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)          any
determination of an Acceptable Insurance Default; and


 


(n)          to
the extent not already set forth above, solely for purposes of compliance with Regulation RR and solely with respect to the Operating
Advisor’s non-binding


 






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consultation
rights, (i) any material modification of, or waiver with respect to, any provision of a loan agreement (including a Mortgage),
(ii) foreclosure upon or comparable conversion of the ownership of a Mortgaged Property; and (iii) any acquisition of a Mortgaged
Property;


 


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


 


(p)          solely
with respect to the Woodlands Mall Loan Combination, any consent to the incurrence of mezzanine debt pursuant to the provisions
of the related loan agreement, to the extent the lender’s approval is required pursuant to the terms of such agreement.


 


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


 


“Major
Decision Reporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer
describing in reasonable detail (i) the background and circumstances requiring action of the Special Servicer, and (ii) the proposed
course of action recommended, and (b) all information in the Special Servicer’s possession that is reasonably requested
by the party receiving such Major Decision Reporting Package in order for such party to exercise any consultation or consent rights
available to such party under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Loan Combination.


 


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


 


(a)          the
original executed Note for such Mortgage Loan (and, in the case of each of the Woodlands Mall Mortgage Loan and The Centre Mortgage
Loan, the original executed Mortgage Note for the related Trust Subordinate Companion Loan), endorsed on its face or by allonge
thereto (without recourse, representation or warranty, express or implied) to the order of “Wilmington Trust, National Association,
as Trustee, on behalf of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12” or in blank, and further showing a complete, unbroken chain of endorsement from the originator
(if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost,
a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination,
a copy of the executed Note for each related Serviced Companion Loan held outside the Trust;


 


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


 


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


 






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(d)          an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association,
as Trustee, on behalf of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12 [and the holder of the related Serviced Companion Loan, as their interests may appear]”
or in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible
for recording such assignment; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall
be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming
a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(e)          the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of Benchmark 2019-B12
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 [and the holder of the related Serviced
Companion Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage Loan,
each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing
Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(n)          an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item
is not included in the assignment described in clause (5)), in favor of “Wilmington Trust, National Association, as Trustee,
on behalf of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B12 [and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided, however,
that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A)
the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C)
180 days after the Closing Date;


 


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


 


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


 


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


 


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


 


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


 






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letter
to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel letters relating to such
Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 


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


 


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


 


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


 


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


 


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


 


(i)           the
Loan Number;


 


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


 


(iii)         the
Cut-Off Date Balance;


 


(iv)         the
original Mortgage Rate;


 


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


 


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


 


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


 






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Loan
Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying the primary servicing fee rate payable
to the Outside Servicer);


 


(viii)       the
Mortgage Loan Seller(s);


 


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


 


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


 


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


 


(xii)         the
Revised Rate, if applicable;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“MSC
2019-H7 PSA”: The Pooling and Servicing Agreement, dated as of July 1, 2019, between Morgan Stanley Capital I Inc.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the
terms thereof, pursuant to which the Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates,
Series 2019-H7, were issued.


 


“NCMS
2019-10K TSA”: The Trust and Servicing Agreement, dated as of May 23, 2019, between Natixis Commercial Mortgage
Securities, LLC, as depositor, KeyBank National Association, as master servicer and as special servicer and Wells Fargo Bank,
National Association, as trustee and as certificate administrator, as the same may be amended from time to time in accordance
with the terms thereof, pursuant to which the Natixis Commercial Mortgage Securities Trust 2019-10K, Commercial Mortgage Pass-Through
Certificates, Series 2019-10K, were issued.


 


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


 


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or
other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental
insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of
an Outside Serviced Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance
Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations
set forth in the related Co-Lender Agreement.


 


“Net
Liquidation Proceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced
Loan Combination (including an REO Mortgage


 






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Loan
or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


 


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


 


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


 






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maturity
date or, in the case of an ARD Mortgage Loan, the related Anticipated Repayment Date; and (iv) the related Mortgaged Property
becoming an REO Property.


 


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


 


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


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust
Subordinate Companion Loan (or any successor REO Companion Loan with respect thereto), any P&I Advance previously made or
proposed to be made in respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate
Companion Loan (or any successor REO Companion Loan with respect thereto), as applicable, or a related REO Mortgage Loan by the
Master Servicer


 






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or
the Trustee, which P&I Advance such party or the Special Servicer has determined pursuant to and in accordance with Section
4.06 of this Agreement, would not or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) or such Subordinate Trust Companion Loan (or any successor REO Companion Loan with respect thereto),
as the case may be.


 


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


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which
(a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the
aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such
Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates
as of such date of determination and (z) any applicable Realized Losses previously allocated to such Class of Certificates as
of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of
such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed
to the Holders of that Class of Certificates as of such date of determination.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Offering
Circular”: The offering circular dated July 19, 2019 relating to the Private Certificates (other than the Class VRR
Certificates, the Class S Certificates and the Loan-Specific Certificates).


 


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


 


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


 


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


 


“Operating
Advisor Consultation Trigger Event”: The event that occurs (i) with respect to any Serviced Loan (including the Woodlands
Mall Loan Combination and The Centre Loan Combination), when the aggregate outstanding Certificate Balance of the HRR Interest
(as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to the HRR Interest pursuant to Section
3.06(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the HRR Interest, and (ii) with
respect to The Centre Loan Combination, also when the outstanding Certificate Balance of the Class TCRR Certificates (as notionally
reduced by any Cumulative Appraisal Reduction Amount then allocable to the Class TCRR Certificates) is 25% or less of the initial
aggregate Certificate Balance of the Class TCRR Certificates. Furthermore, with respect to Excluded Mortgage Loans, an Operating
Advisor Consultation Trigger Event shall be deemed to exist.


 


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


 


“Operating
Advisor Fee”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate
Companion Loan (or any successor REO Companion Loan with respect thereto) and any Distribution Date, an amount accrued during
the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial Distribution Date,
the Cut-Off Date Balance of such Mortgage Loan


 






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or
Trust Subordinate Companion Loan, as applicable, and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, as of the close of business on the Distribution Date
in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same
interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or Trust Subordinate
Companion Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any
other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor
Fee shall be payable from the Lower-Tier REMIC, the Woodlands Mall REMIC or the Centre REMIC, as applicable.


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to (i) 0.00095% per annum with
respect to each Mortgage Loan, (ii) 0.00095% per annum with respect to the Woodlands Mall Trust Subordinate Companion Loan
and (iii) 0.00095% per annum with respect to The Centre Trust Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other
Crossed Loans”: As defined in Section 2.03(a) of this Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Outside
Controlling Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination
is, a Serviced Outside Controlled Loan Combination, at any time the holder of the related controlling note (regardless of whether
such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) or such holder’s designated representative;
provided that if, with respect to any Serviced Outside Controlled Loan Combination, the related controlling note is included
in a securitization trust, the Outside Controlling Note Holder shall be the party designated under the pooling and servicing agreement,
trust and servicing agreement or comparable agreement governing the securitization of the related controlling note as authorized
to exercise the rights of the holder of the related controlling note; and provided, further, that the right of any such designated
party to exercise some or all of such rights may terminate or shift to another designated party upon the occurrence of certain
trigger events if and to the extent set forth in the pooling and servicing agreement, trust and servicing agreement or comparable
agreement governing the securitization of the related controlling note. With respect to each Servicing Shift Loan Combination,
the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate
Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii) cease to be
an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced AB Loan Combination
(other than the Woodlands Mall Loan Combination and The Centre Loan Combination), the holder of a related Subordinate Companion
Loan will be an Outside Controlling Note Holder for so long as such Subordinate Companion Loan (or, in the case of a Serviced
AB Loan Combination with multiple Subordinate Companion Loans, at least one such Subordinate Companion Loan) is not the subject
of a “control appraisal period” (or analogous concept) and not held by a “borrower-related party”
(or analogous concept), in any event under the related Co-Lender Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Outside
Service Providers”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian,
Outside Certificate Administrator, Outside


 






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Paying
Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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after
the related Servicing Shift Date, the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-AB Pass-Through Rate,
the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class A-S Pass-Through Rate, the
Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class X-D Pass-Through
Rate, the Class E Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the
Class J-RR Pass-Through Rate, the Class WM-A Pass-Through Rate, the Class WM-B Pass-Through Rate, the
Class WM-C Pass-Through Rate, the Class TC-A Pass-Through Rate, the Class TC-B Pass-Through Rate, the
Class TC-C Pass-Through Rate, the Class TC-D Pass-Through Rate, the Class TC-E Pass-Through Rate and the
Class TCRR Pass-Through Rate. The Class S Certificates, the Class R Certificates and, other


 






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than
for tax reporting purposes, the Class VRR Certificates and the Class WMRR Certificates do not have Pass-Through Rates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested
by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may (or, as and
when contemplated under Section 3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless
of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their respective


 






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Affiliates
and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided
a Rating Agency Confirmation:


 


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


 


(ii)          Federal
Housing Administration debentures;


 


(iii)         obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), and the Federal
National Mortgage Association (debt obligations); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, (C) such investments must not be subject to liquidation prior to their maturity,
and (D) in each case, be rated no less than the Applicable S&P Permitted Investment Rating by S&P (or, if not rated by
S&P, otherwise acceptable to S&P as confirmed by receipt of a Rating Agency Confirmation from S&P);


 


(iv)         federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of
any bank, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are rated at least
“F1” by Fitch or the long-term obligations of which are rated at least “A” by Fitch and (2) the
short- term obligations of which are rated at least “A-1” by S&P, (B) if it has a term of more than
thirty days and not in excess of three months, (1) the short-term obligations of which are rated at least
“F1+” by Fitch or the long-term obligations of which are rated at least “A” by Fitch and (2) the
short-term obligations or short-term deposit accounts of which are rated “A-1+” by S&P (or
“A-1” by S&P if the obligations mature within sixty (60) days), or the long-term obligations or
deposit accounts of which are rated at least “AA-“ by S&P (with a short-term rating of
“A-1” by S&P), (C) if it has a term of more than three months and not in excess of six months, (1) the
short-term obligations of which are rated at least “F1+” by Fitch or the long-term
obligations of which are rated at least “AA-“ by Fitch and (2) the short-term obligations or deposit accounts
of which are rated at least “A-1+” by S&P or the long-term obligations or deposit accounts of which are
rated at least “AA-“ by S&P (with a short-term rating of “A-1” by S&P) and (D) if
it has a term of more than six months, (1) the short-term obligations of which are rated at least “F1+” by Fitch
or the 


 






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long-term
obligations of which are rated at least “AA-“ by Fitch and (2) the short-term obligations or short-term
deposit accounts of which are rated in the highest short-term rating category by S&P or the long-term obligations
or deposit accounts of which are rated at least “AA_” by S&P (with a short-term rating of “A-1”
by S&P) (or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is
the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); provided, however, that the
investments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot
vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject
to liquidation prior to their maturity;


 


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


 


(vi)         debt
obligations, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are rated at least “F1”
by Fitch or the long-term obligations of which are rated at least “A” by Fitch and (2) the short term obligations
of which are rated at least “A-1” by S&P, (B) if it has a term of more than thirty days and not in excess
of


 






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


 


(vii)        commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof, (A) if it has a term of 30 days or less, (1) the short-term obligations
of which are rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A”
by Fitch and (2) the short-term obligations of which corporation are rated at least “A-1” by S&P, (B)
if it has a term of more than 30 days and not in excess of three months, (1) the short-term debt obligations of which are
rated at least “F1+” by Fitch or the long-term debt obligations of which are rated at least “AA-“
by Fitch and (2) the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1”
by S&P if the obligations mature within sixty (60) days), or the long-term obligations of which are rated at least “AA-“
by S&P (with a short-term rating of “A-1” by S&P), (C) if it has a term of more than three months
and not in excess of six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch
or the long-term debt obligations of which are rated at least “AA-“ by Fitch and (2) the short-term obligations
of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P, if the long term
obligations of which are rated at least “AA-“ by S&P) and (D) if it has a term of more than six months, (1)
the short-term debt obligations of which are rated at least “F1+” by Fitch or the long-term debt obligations
of which are rated at least “AA-“ by Fitch and (2) the short-term debt obligations of which are rated at least
“A-1+” by S&P (or at least “A-1” by S&P, if the long term obligations of which are rated
at least “AA-“ by S&P) (or, in the case of any such Rating Agency as set forth in clauses (A) through (D)
above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar); provided,
however, that the investments described in this clause


 






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must
(x) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y) if such investments have a
variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must
move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;


 


(viii)       units
of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per
share, so long as such funds are rated by Fitch in its highest money market fund ratings category and are rated “AAAm”
by S&P (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency and Morningstar, as confirmed
in a Rating Agency Confirmation);


 


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


 


(x)          such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the
failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(ix) above, with respect to which a Rating Agency Confirmation 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,
demand obligation or any other obligation, security or investment;


 


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


 


Notwithstanding
the foregoing, to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related
Mortgagor Accounts to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master Servicer
shall invest the funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pooled
Certificateholder”: Any Holder of a Pooled Certificate.


 


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


 


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


 


“Pooled
Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificate
or Class of Pooled Certificates. At all times during the term of this Agreement, the Pooled Voting Rights shall be allocated among
the respective Classes of Pooled Certificateholders as follows: (a) 1% in the aggregate in the case of


 






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the
respective Classes of the Interest-Only Certificates, allocated pro rata based upon their respective Notional Amounts
as of the date of determination (but only for so long as the Notional Amount of at least one Class of Interest-Only Certificates
is greater than zero), and (b) in the case of any Class of Pooled Principal Balance Certificates, a percentage equal to the product
of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates have been reduced to zero, 100%) and a fraction,
the numerator of which is equal to the Certificate Balance of such Class of Pooled Principal Balance Certificates as of the date
of determination, and the denominator of which is equal to the aggregate of the Certificate Balances of all Classes of the Pooled
Principal Balance Certificates, in each case as of the date of determination (provided that, if, but only if, expressly
so provided herein in any circumstance, the allocation or exercise of Pooled Voting Rights for any particular purpose shall take
into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). The Pooled Voting Rights
of any Class of Pooled Certificates shall be allocated among Holders of Certificates of such Class in proportion to their respective
Percentage Interests. The Class S and Class R Certificates shall not be entitled to any Pooled Voting Rights.


 


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


 


“Preliminary
Prospectus”: The prospectus dated July 16, 2019, relating to the Public Certificates.


 


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


 


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


 


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


 






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period
commencing on the date as of which such Principal Prepayment was applied to the unpaid principal balance of such Mortgage Loan
or Serviced Loan Combination through the end of the one-month accrual period applicable to such Due Date, inclusive.


 


“Primary
Collateral”: With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof)
designated as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof)
as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized
Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


“Private
Certificates”: The Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class
VRR, Class S, Class R, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C,
Class TC-D, Class TC-E and Class TCRR Certificates, collectively.


 


“Privileged
Information”: Any (i) correspondence or other communications between any Directing Holder or Consulting Party, on the
one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan or the exercise of the consent or
consultation


 






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rights
of such Directing Holder or Consulting Party under this Agreement or any Co-Lender Agreement, as applicable, (ii) any strategically
sensitive information that the Special Servicer has reasonably determined (and has identified as privileged or confidential information)
could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party, and (iii) any information subject to attorney-client privilege (that has been identified or otherwise communicated
as being subject to such privilege).


 


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


 


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


 






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for
which the applicable party is a Borrower Party and only with respect to the related Excluded Information (in the case of the applicable
Directing Holder, a Controlling Class Certificateholder or a Loan-Specific Controlling Class Certificateholder) or the related
Excluded Special Servicer Information (in the case of the Special Servicer).


 


“Property
Advance”: As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection
Expenses, together with all other customary, reasonable and necessary “out-of-pocket” costs and expenses (including
attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the
Trustee in connection with the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default
is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection
with the administration of any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), including,
but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee,
if any, set forth in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration,
protection and management of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, (d) any enforcement or judicial proceedings with respect to a related Mortgaged Property, including foreclosures, (e)
any Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder and (f) the operation,
management, maintenance and liquidation of any such REO Property; provided that, notwithstanding anything to the contrary,
“Property Advances” shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee,
such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses, or costs and expenses incurred by any such party in connection with its purchase of any Trust Loan
or REO Property pursuant to any provision of this Agreement or an intercreditor agreement; and provided, further,
that, no Property Advances shall be made with regard to a Subordinate Companion Loan held outside the Trust if the related Mortgage
Loan is no longer held by the Trust. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include,
whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate from and including the
date of the making of such Advance to but excluding the date of payment or reimbursement. If and when used with respect to an
Outside Serviced Mortgage Loan or any related REO Property, the term “Property Advance” shall have the meaning assigned
thereto or to the term “Servicing Advance” in the applicable Outside Servicing Agreement.


 


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


 


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


 


“Prospectus”:
The prospectus dated July 19, 2019, relating to the Public Certificates.


 






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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Qualified
Substitute Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted
Mortgage Loan; (iii) have the same Due Date as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the
remaining term to stated maturity of the deleted Mortgage Loan;


 






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(vi)
have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value ratio of
the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the
Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set
forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse
environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Servicing
File; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage
ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan
Seller’s expense); (xi) not have a maturity date or an amortization schedule that extends to a date that is after the date
that is five years prior to the Rated Final Distribution Date for the rated Pooled Certificates; (xii) have prepayment restrictions
comparable to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and
the Certificate Administrator have received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Consultation Termination
Event has not occurred and is not continuing, by the Controlling Class Representative; (xv) prohibit defeasance within two years
of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status
of a Trust REMIC or the imposition of tax on a Trust REMIC other than a tax on income expressly permitted or contemplated to be
imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report with respect
to the related Mortgaged Property that will be delivered as a part of the related Servicing File; (xviii) be current in the payment
of all scheduled payments of principal and interest then due; and (xix) not be an ARD Mortgage Loan unless the Mortgage Loan for
which it is being substituted is an ARD Mortgage Loan. In the event that more than one mortgage loan is substituted for a deleted
Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i) above shall be determined on the basis of aggregate
principal balances and (y) each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii) above, except that the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual
Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based
on, or subject to a cap equal to, the WAC Rate) of any Class of Non-Vertically Retained Pooled Principal Balance Certificates
having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the replacement Mortgage Loan(s) meet(s) all of the requirements
of the above definition and shall send such certification to the Certificate Administrator and the Trustee and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


“Rated
Final Distribution Date”: With respect to the rated Pooled Certificates, the Distribution Date occurring in August 2052;
with respect to the rated Woodlands Mall Loan-Specific Certificates, the Distribution Date occurring in August 2037; and with
respect to the rated Centre Loan-Specific Certificates, the Distribution Date occurring in July 2032.


 






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


 


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


 


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


 


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


 


(i)           with
respect to the Non-Vertically Retained Pooled Principal Balance Certificates, the amount, if any, by which (A) the product
of (1) the Non-Vertically Retained Percentage and (2) the aggregate Stated Principal Balance (for purposes of this calculation
only, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage
Loans that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal
on the Mortgage Loans for Workout Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be
Nonrecoverable Advances) of the Mortgage Loans, including any REO Mortgage Loans, expected to be outstanding immediately following
that Distribution Date, is less than (B) the then aggregate Certificate Balance of the Non-Vertically Retained Pooled Principal
Balance Certificates after giving effect to distributions of principal on that Distribution Date;


 


(ii)          with
respect to the VRR Interest, the amount, if any, by which (A) the product of (1) the Vertically Retained Percentage and (2) the
aggregate Stated Principal Balance (for purposes of this calculation, the aggregate Stated Principal Balance will not be reduced
by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special
Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout Delayed Reimbursement Amounts,
to the extent those amounts are not otherwise determined to be Nonrecoverable


 






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Advances)
of the Mortgage Loans, including any REO Mortgage Loans, expected to be outstanding immediately following that Distribution Date,
is less than (B) the then aggregate Certificate Balance of the VRR Interest after giving effect to distributions of principal
on that Distribution Date;


 


(iii)         with
respect to the Woodlands Mall Loan-Specific Certificates, the amount, if any, by which (A) the Stated Principal Balance (for
purposes of this calculation only, the Stated Principal Balance will not be reduced by the amount of principal payments received
on the Woodlands Mall Trust Subordinate Companion Loan that were used to reimburse the Master Servicer, the Special Servicer or
the Trustee for Workout Delayed Reimbursement Amounts with respect to the Woodlands Mall Trust Subordinate Companion Loan, to
the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Woodlands Mall Trust Subordinate Companion
Loan (including any successor REO Companion Loan with respect thereto) expected to be outstanding immediately following that Distribution
Date, is less than (B) the then aggregate Certificate Balance of the Woodlands Mall Loan-Specific Certificates after giving
effect to distributions of principal on that Distribution Date; and


 


(iv)         with
respect to the Centre Loan-Specific Certificates, the amount, if any, by which (A) the Stated Principal Balance (for purposes
of this calculation only, the Stated Principal Balance will not be reduced by the amount of principal payments received on The
Centre Trust Subordinate Companion Loan that were used to reimburse the Master Servicer, the Special Servicer or the Trustee for
Workout Delayed Reimbursement Amounts with respect to The Centre Trust Subordinate Companion Loan, to the extent those amounts
are not otherwise determined to be Nonrecoverable Advances) of The Centre Trust Subordinate Companion Loan (including any successor
REO Companion Loan with respect thereto) expected to be outstanding immediately following that Distribution Date, is less than
(B) the then aggregate Certificate Balance of the Centre Loan-Specific Certificates after giving effect to distributions of
principal on that Distribution Date.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


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


 


“Relevant
Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and
(b) any Significant Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous
concept) under the related Other Pooling and Servicing Agreement.


 


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


 






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“Remaining
Certificateholder”: Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than
the Class S and Class R Certificates) or an assignment of the voting rights thereof; provided, however, that the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class D and Class E Certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D
Certificates have been reduced to zero.


 


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


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any
applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


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


 


(1)          except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from
such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from
Real Property);


 


(2)          any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);


 


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


 


(4)          any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and


 


(5)          rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO
Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued
under, or in connection with, the lease.


 






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“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage
Loans (other than any Outside Serviced Mortgage Loan) and any Serviced Loan Combinations (other than the (i) the Woodlands Mall
Loan Combination and (ii) The Centre Loan Combination), Midland Loan Services, a Division of PNC Bank, National Association, as
the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the Trustee in trust for the Certificateholders
and the related Serviced Companion Loan Holders, which (subject to any change in the identities of such Special Servicer and/or
the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 and the Companion Loan Holder, as their
interests may appear--REO Account”; (b) with respect to the Woodlands Mall Loan Combination, Pacific Life Insurance Company,
as the Special Servicer, pursuant to Section 3.16, which (subject to any change in the identities of such Special Servicer
and/or the Trustee) shall be entitled “Pacific Life Insurance Company, as Special Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2019-B12 and the Companion Loan Holder, as their interests may appear--REO Account”; and
(c) with respect to The Centre Loan Combination, Trimont Real Estate Advisors, LLC, as the Special Servicer, pursuant to Section
3.16, which (subject to any change in the identities of such Special Servicer and/or the Trustee) shall be entitled “Trimont
Real Estate Advisors, LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-B12
and the Companion Loan Holder, as their interests may appear REO--Account”. Any such account or accounts shall be an Eligible
Account.


 


“REO
Companion Loan”: Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


 


“REO
Extension”: As defined in Section 3.16(a) of this Agreement.


 


“REO
Loan”: An REO Mortgage Loan, REO Companion Loan, REO Trust Loan or REO Loan Combination, as the context may require.


 


“REO
Loan Combination”: Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


 


“REO
Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an
REO Property consisting of the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu
of foreclosure of any of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance
of doubt, any such beneficial interest will not be serviced by the Special Servicer under this Agreement).


 


“REO
Proceeds”: With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
and the related REO Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO
Property,


 






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REO
Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Mortgage
Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under this Agreement
shall be limited to any proceeds of the type described above in this definition that are received by the Trust Fund in connection
with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“REO
Property”: A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced
Companion Loan Holder through foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged
Property that secures an Outside Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the
applicable Outside Servicing Agreement on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside
Serviced Mortgage Loan and of the related Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such Outside Serviced
Mortgage Loan.


 


“REO
Trust Loan”: Any REO Mortgage Loan or any successor REO Companion Loan with respect to a Trust Subordinate Companion Loan.


 


“Reportable
Event”: As defined in Section 10.07 of this Agreement.


 


“Reporting
Servicer”: As defined in Section 10.09(a) of this Agreement.


 


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


 


“Repurchase
Communication”: For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


 


“Repurchase
Request”: A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication
of a request or demand for repurchase or replacement of any Trust Loan alleging a Document Defect or Breach with respect to such
Trust Loan.


 


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


 


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


 


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


 


“Requesting
Certificateholder”: (i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate
Owner of a Pooled Certificate that, in each case, is exercising its rights under Section 2.03(g) of this Agreement to refer
a matter involving a Repurchase Request with respect to a Mortgage Loan to either mediation or arbitration; provided that
a Holder of a Class VRR Certificate may not be a Requesting Certificateholder.


 






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“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


 


“Requesting
Party”: As defined in Section 3.30(a) of this Agreement.


 


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


 


“Resolution
Failure”: As defined in Section 2.03(f) of this Agreement.


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement and
also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge
of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust
Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter,
any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge
of and familiarity with the particular subject. When used with respect to any Certificate Registrar (other than the Trustee or
the Certificate Administrator), any officer or assistant officer thereof.


 


“Restricted
Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer;
the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting
more than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and
any and all Affiliates of any of the aforementioned Persons.


 


“Restricted
Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 






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“Retained
Defeasance Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.


 


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


 


“Retaining
Party”: Each of CREFI as holder of the VRR1 Interest, DBNY as holder of the VRR2 Interest, JPMCB as holder of the VRR3
Interest, and KKR CMBS II Aggregator Type 1 L.P., a majority-owned affiliate of the Third Party Purchaser, as holder of the HRR
Interest, and any successor holder of all or part of the VRR1 Interest, the VRR2 Interest, the VRR3 Interest or the HRR Interest;
GACC as holder of the WMRR Interest and any successor holder of all or part of the WMRR Interest; and the Centre Retaining Third
Party Purchaser as holder of the Class TCRR Certificates and any successor holder of all or part of the Class TCRR Certificates.


 


“Retaining
Sponsor”: CREFI, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


 


“Review
Materials”: As defined in Section 11.01(b)(i).


 


“Review
Package”: A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance
with the Servicing Standard) of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that
are the subject thereof, and copies of all relevant documentation.


 


“Revised
Rate”: With respect to any ARD Mortgage Loan, the increased interest rate after the Anticipated Repayment Date (in the
absence of a default) for such ARD Mortgage Loan, as calculated and as set forth in the related Loan Agreement.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated”
with, as such terms are defined in Rule 2 of Regulation RR.


 


“Risk
Retention Certificate”: Any of the Certificates comprising the RR Interest, the WMRR Interest or the Class TCRR Certificates.


 


“Risk
Retention Consultation Party”: Each of (i) the party selected by CREFI, (ii) the party selected by JPMCB, and (iii)
the party selected by DBNY. The Certificate Administrator shall promptly provide the name and contact information for the initial
Risk Retention Consultation Parties upon request of any party to this Agreement and any such requesting party may conclusively
rely on the name and contact information provided by the Certificate Administrator. The other parties hereto shall be entitled
to assume, without independent investigation or verification, that the identity of any Risk Retention Consultation Party has not
changed until such parties receive written notice of (including the identity of and contact information for) a replacement of
such Risk Retention Consultation Party from CREFI (in the case of the VRR1 Risk Retention Consultation Party), DBNY (in the case
of the VRR2 Risk Retention Consultation Party) or JPMCB (in the case of the VRR3 Risk Retention Consultation Party). Notwithstanding
the foregoing, no Risk Retention Consultation Party shall have any consultation


 






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rights
with respect to any Excluded RRCP Mortgage Loan with respect thereto. The initial VRR1 Risk Retention Consultation Party shall
be CREFI, the initial VRR2 Risk Retention Consultation Party shall be DBNY, and the initial VRR3 Risk Retention Consultation Party
shall be JPMCB.


 


“RR
Interest”: The VRR Interest and the HRR Interest, collectively.


 


“RR
Interest Transfer Restriction Period”: With respect to: (a) the VRR Interest, the VRR Interest Transfer Restriction
Period; (b) the HRR Interest, the HRR Interest Transfer Restriction Period; (c) the WMRR Interest, the WMRR Transfer Restriction
Period; and (d) the Class TCRR Certificates, the TCRR Transfer Restriction Period.


 


“Rule
144A”: Rule 144A under the Act.


 


“Rule
144A Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


 


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


 


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


 


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


 


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


 


“Rule
17g-5 Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule
17g-5 Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information
Provider pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located at https://sf.citidirect.com,
under the “NRSRO” tab for the related transaction.


 


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


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 10.05(a)(iv) of this Agreement.


 






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“Schedule
AL Additional File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant
to Section 4.02(b), any data file containing additional information or schedules regarding data points in such CREFC®
Schedule AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled
Principal Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal
portions of:


 


(A)         all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans)
due or deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable
to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case to the extent either
(i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage Loan, received by the
Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii) advanced by
the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution Date); and


 


(B)          all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related
Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day
immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for the
subject Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution
Date.


 


For
purposes of clarification, the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal
made by the Mortgagors with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment,
received during the periods or by the times described above in this definition, except to the extent those late payments are otherwise
applied to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section
3.06(a) and Section 3.06A(a).


 


“Secure
Data Room”: The “Diligence Files” tab on the page relating to this transaction located within the Certificate
Administrator’s Website (initially “https://sf.citidirect.com”).


 


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


 


“Serviced
AB Loan Combination”: An AB Loan Combination that is serviced under this Agreement. Each of the Woodlands Mall Loan
Combination, The Centre Loan


 






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Combination
and the 2 MacArthur Loan Combination is a Serviced AB Loan Combination relating to the Trust.


 


“Serviced
Companion Loan”: A Serviced Pari Passu Companion Loan or a Serviced Subordinate Companion Loan. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan will no longer be
a Serviced Companion Loan on and after the related Servicing Shift Date.


 


“Serviced
Companion Loan Holder”: A Serviced Pari Passu Companion Loan Holder or a Serviced Subordinate Companion Loan Holder,
as applicable.


 


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


 


“Serviced
Loan”: A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced
Loan Combination”: A Serviced Pari Passu Loan Combination or a Serviced AB Loan Combination, as applicable. The only
Serviced Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as to which “Serviced”
is set forth in the Loan Combination Table under the column heading “Servicing Type,” together with any Servicing
Shift Loan Combinations. A Servicing Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related
Servicing Shift Date.


 


“Serviced
Loan Combination Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
“remittance date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance
date” (or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan
is not included in an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is
included in an Other Securitization Trust, the Business Day immediately following the “determination date” (or analogous
concept) set forth in the related Other Pooling and Servicing Agreement.


 


“Serviced
Mortgage Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced
Outside Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling
note” (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not an
asset of the Trust. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the
related Servicing Shift Date. Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination
from and after the related Servicing Shift Date. Each Serviced AB Loan Combination (other than the Woodlands Mall Loan Combination
and The Centre Loan Combination) will be a Serviced Outside Controlled Loan Combination for so long as a related Subordinate Companion
Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion Loan
is the “directing holder” (or analogous concept), under the related Co-Lender Agreement. As of the Closing Date,
the 2 MacArthur Loan Combination is the only Serviced Outside Controlled Loan Combination.


 






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“Serviced
Outside Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced
Mortgage Loan included in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor.
Each Servicing Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date.
Each Servicing Shift Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing
Shift Date. The Mortgage Loan included in a Serviced AB Loan Combination (other than the Woodlands Mall Loan Combination and The
Centre Loan Combination) will be a Serviced Outside Controlled Mortgage Loan for so long as a related Subordinate Companion Loan
is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion Loan is
the “directing holder” (or analogous concept), under the related Co-Lender Agreement. As of the Closing Date,
the 2 MacArthur Mortgage Loan is the only Serviced Outside Controlled Mortgage Loan relating to the Trust.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Pari Passu Loan Combination. With
respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion
Loan will cease to be a Serviced Pari Passu Companion Loan on and after the related Servicing Shift Date.


 


“Serviced
Pari Passu Companion Loan Holder”: The holder of a Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Loan Combination”: A Pari Passu Loan Combination that is a Serviced Loan Combination. Each Servicing Shift
Loan Combination will cease to be a Serviced Pari Passu Loan Combination on and after the related Servicing Shift Date.


 


“Serviced
Subordinate Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. Each of the
Centre Trust Subordinate Companion Loan, the Woodlands Mall Trust Subordinate Companion Loan and the 2 MacArthur Subordinate Companion
Loan is a Serviced Subordinate Companion Loan.


 


“Serviced
Subordinate Companion Loan Holder”: The holder of a Serviced Subordinate Companion Loan (other than a Trust Subordinate
Companion Loan held by the Trust).


 


“Serviced
Trust Loan”: Any Serviced Mortgage Loan or Trust Subordinate Companion Loan.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


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


 


“Servicer
Termination Event”: As defined in Section 7.01 of this Agreement.


 


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


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside
Serviced Mortgage Loan), each REO


 






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Mortgage
Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion
Loan that is included as part of a Serviced Loan Combination and for any Distribution Date, the amount accrued during the related
Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date
Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan, REO Mortgage
Loan, Serviced Companion Loan or REO Companion Loan, as the case may be, as of the close of business on the Distribution Date
in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same
interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced
Loan Combination is computed and shall be prorated for partial periods; and provided, further, that, notwithstanding
Section 3.05, Section 3.06 or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from
the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced Mortgage Loan to the applicable
Outside Servicer shall be calculated and paid under the applicable Outside Servicing Agreement, shall not be payable to the Master
Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall not
be withdrawn from the Collection Account.


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Master
Servicing Fee Rate (%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside
Servicing Fee Rate (%)” on the Mortgage Loan Schedule; with respect to each Pari Passu Companion Loan secured by the Mortgaged
Property identified on the Mortgage Loan Schedule as Woodlands Mall (or any successor REO Companion Loan with respect thereto),
0.00125% per annum with respect to each related Companion Loan; with respect to each Companion Loan secured by the Mortgaged Property
identified on the Mortgaged Loan Schedule as The Zappettini Portfolio (or any successor REO Companion Loan with respect thereto),
0.00125% per annum; with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule
as CIRE Equity Retail & Industrial Portfolio (or any successor REO Companion Loan with respect thereto), 0.00895% per annum;
and with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 2 MacArthur
(or any successor REO Companion Loan with respect thereto), 0.00125% per annum; with respect to each Pari Passu Companion Loan
secured by the Mortgaged Property identified on the Mortgaged Loan Schedule as The Centre (or any successor REO Companion Loan
with respect thereto), 0.00125% per annum; with respect to each of the Woodlands Mall Trust Subordinate Companion Loan and The
Centre Trust Subordinate Companion Loan, 0.00250% per annum.


 


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of
such documents required to be part of the related Mortgage File) related to the origination or the servicing of a Trust Loan that
are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals,
environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered
to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage
Loan Seller or any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or evaluations


 






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shall
be required to be delivered as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with respect
to each Outside Serviced Mortgage Loan, the Servicing File shall consist solely of any related documents or records generated
by the Master Servicer or Special Servicer hereunder or received by either of them from the applicable Outside Servicer or Outside
Special Servicer.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the
Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing
activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.


 


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


 


“Servicing
Shift Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Pari Passu Companion
Loan evidenced by the Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on
which the pooling and servicing agreement or other comparable agreement governing the creation of such Outside Securitization
Trust becomes the Outside Servicing Agreement for such Servicing Shift Loan Combination. For the avoidance of doubt, there is
no Servicing Shift Loan Combination relating to the Trust and, therefore, all references in this Agreement to “Servicing
Shift Date” shall be disregarded.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Loan Combination, the related Note, the securitization of which
shall cause the servicing of such Servicing Shift Loan Combination to shift to the applicable pooling and servicing agreement
or other comparable agreement governing that securitization. With respect to any Servicing Shift Loan Combination, the related
Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the Loan Combination Table. For the avoidance
of doubt, there is no Servicing Shift Loan Combination relating to the Trust and, therefore, all references in this Agreement
to “Servicing Shift Lead Note” shall be disregarded.


 


“Servicing
Shift Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the
inclusion of a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift
to the pooling and servicing agreement or other comparable agreement governing the securitization of such related Companion Loan
(whether by itself or with other mortgage assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination
prior to the related Servicing Shift Date servicing and (ii) an Outside Serviced Loan Combination on and after the related


 






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Servicing
Shift Date. The only Servicing Shift Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as
to which “Servicing Shift” is set forth in the Loan Combination Table under the column heading “Servicing Type.”
For the avoidance of doubt, there is no Servicing Shift Loan Combination relating to the Trust and, therefore, all references
in this Agreement to “Servicing Shift Loan Combination” shall be disregarded.


 


“Servicing
Shift Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination. For the avoidance of doubt,
there is no Servicing Shift Mortgage Loan relating to the Trust and, therefore, all references in this Agreement to “Servicing
Shift Mortgage Loan” shall be disregarded.


 


“Servicing
Shift Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing
Shift Loan Combination, on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable
agreement governing the creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note.


 


“Servicing
Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans
and any REO Properties that such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee
(as the trustee for the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders
and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each
Serviced Loan Combination, such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan(s))), in accordance with the terms of this Agreement and in accordance with the following: (i) the higher of the following
standards of care: (A) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for
other third-party portfolios (giving due consideration to the customary and usual standards of practice of prudent institutional
commercial mortgage lenders servicing their own mortgage loans and REO properties); and (B) with the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable
mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be; and in either case,
exercising reasonable business judgment and acting in accordance with applicable law, the terms of this Agreement, the respective
Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with a view to: the timely recovery of all payments
of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1) a Specially Serviced Loan
or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged Property is an REO Property, the maximization
of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to the maximization of recovery on the
related Serviced Loan Combination to the Certificateholders and the related Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion


 






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Loan(s))))
of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders (or, in the case of any Serviced Loan Combination, to the Certificateholders
and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any relationship,
including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the
ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security
backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C)
the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer, as the case
may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to any
particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property
not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided
that the foregoing standards shall apply with respect to an Outside Serviced Mortgage Loan and any related REO Property only
to the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect
thereto pursuant to this Agreement.


 


“Servicing
Transfer Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any
of the events described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect
to the Trust, or (ii) with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable
Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item
1101(k) of Regulation AB) as to such Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring
on or immediately following the date by which the related Mortgagor is required to deliver quarterly financial statements to the
lender under the related Loan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a)
for any Significant Obligor with respect to the Trust).


 


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


 


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


 


“Special
Notice”: As defined in Section 5.07(b).


 


“Special
Servicer”: With respect to (a) each Serviced Loan (other than the Woodlands Mall Loan Combination and The Centre Loan
Combination), Midland Loan Services,


 






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a
Division of PNC Bank, National Association, a national banking association, or its successor in interest, or any successor Special
Servicer appointed as provided herein, (b) the Woodlands Mall Loan Combination, Pacific Life Insurance Company, a Nebraska corporation,
or its successor in interest, or any successor Special Servicer appointed as provided herein and (c) The Centre Loan Combination,
Trimont Real Estate Advisors, LLC, a Georgia limited liability company, or its successor in interest, or any successor Special
Servicer appointed as provided herein, which successor Special Servicer shall, in the case of each of clauses (a), (b) and (c)
of this definition, with respect to any related Excluded Special Servicer Mortgage Loan, include the related Excluded Mortgage
Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement, in each case as applicable and as the context
may require. All references in this Agreement to the “Special Servicer” mean, (x) with respect to each Serviced Loan
or Serviced Loan Combination, the applicable Special Servicer that acts as the special servicer for such Serviced Loan or Serviced
Loan Combination, as applicable and (y) only each applicable Special Servicer with respect to the representations, warranties
and covenants of the Special Servicers in Section 2.08.


 


“Special
Servicer Decision”: With respect to any Serviced Loan or Serviced Loan Combination, any of the following (to the extent
it is not a Major Decision):


 


(a)          approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or
other similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating
to any ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable
square footage at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)          approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 


(c)          approving
annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents)
that provide for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or
(ii) payments to Persons or entities known by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated
managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


 


(d)          approving
rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan to
such rights of way and easements;


 


(e)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default
(but excluding non-monetary events of default other than defaults relating to transfers of interest in the related Mortgagor
or the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance


 






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collateral
required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the
United States would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the
related Loan Documents do not otherwise permit such Principal Prepayment;


 


(f)           in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur
additional debt in accordance with the terms of the related Loan Documents;


 


(g)          approving
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance-based”,
“earn-out” or “holdback” escrows or reserves with respect to (i) any Mortgage Loan as to which such
escrows or reserves exceeded, as at the time of origination, 10% of the original principal balance of such Mortgage Loan, regardless
of whether such funding or disbursements may be characterized as routine and/or customary escrow and reserve fundings or disbursements
for which the satisfaction of performance-related criteria is not required pursuant to the terms of the related Loan Documents,
(ii) any Mortgage Loan as to which such escrows or reserves may not be characterized as routine and/or customary escrows, and
(iii) any Specified Mortgage Loans (for the avoidance of doubt with respect to sub-clauses (i) and (ii) above, any request
for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating
expenses, and tenant improvements pursuant to an approved lease, each in accordance with the related Loan Documents or any other
funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special
Servicer Decision);


 


(h)          in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value of
the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; or (ii) the release,
substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection with a defeasance
of such collateral;


 


(i)           any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related to a
Serviced Mortgage Loan or Serviced Loan Combination, or any action to enforce rights with respect thereto, except that, if any
such modification or amendment would adversely impact the Master Servicer, such modification or amendment will additionally require
the consent of the Master Servicer as a condition to its effectiveness;


 






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(j)           any
proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the related Mortgagor; and


 


(k)          any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.


 


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


 


“Special
Servicing Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the
Liquidation Fee which shall be due to the Special Servicer.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at
the applicable Special Servicing Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close
of business on the Distribution Date in such Interest Accrual Period; provided that (a) such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on
the related Specially Serviced Loan is computed and shall be prorated for partial periods and (b) such fee shall be payable monthly
(i) in the case of a Serviced Loan Combination, from collections on such Serviced Loan Combination; and (ii) in the case of a
Mortgage Loan (including a Mortgage Loan that is part of a Serviced Loan Combination, if the fee remains unpaid as described in
the immediately preceding clause (i)), from general collections on all the Mortgage Loans and any REO Properties. For the avoidance
of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC, the Woodlands Mall REMIC or the Centre
REMIC, as applicable.


 


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Loan (or related Serviced Loan Combination, if applicable)
or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a rate equal to (a) 0.25% per annum
or (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 in any given month
(as prorated for a partial period), then the Special Servicing Fee Rate for such month for such Specially Serviced Loan (or related
Serviced Loan Combination, if applicable) or REO Property shall be such higher per annum rate as would result in a Special Servicing
Fee equal to $3,500 for such month (as prorated for a partial period) with respect to such Specially Serviced Loan (or related
Serviced Loan Combination, if applicable) or REO Property.


 


“Specially
Serviced Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the
following events has occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under
the related Co-Lender Agreement.):


 






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(a)          the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)          except
in the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject
payment was due, or


 


(ii)        solely
in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as described
in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer (each of whom
shall promptly deliver a copy to the other and any applicable Directing Holder and Consulting Party), on or before the date on
which that Balloon Payment was due, a refinancing commitment, letter of intent or otherwise binding application or other similar
binding document for refinancing from an acceptable lender or signed purchase agreement reasonably acceptable to the Special Servicer,
(2) the related Mortgagor continued to make its Monthly Payments on each Due Date, and (3) no other Servicing Transfer Event has
occurred with respect to the Serviced Loan, then a Servicing Transfer Event will not occur until the earlier of (x) 120 days after
the date on which the Balloon Payment was due and (y) the termination of the refinancing commitment or purchase agreement; or


 


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that
(i) the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable
Directing Holder) determines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan
or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of
a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced Loan
(or, if no grace period is specified and the default is capable of being cured, for 60 days); provided, that any default
requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the
subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the
related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 


(c)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered into against the related Mortgagor; or


 


(d)          the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt,
marshaling of assets and


 






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liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property; or


 


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


 


(f)          the
Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with
respect to the related Mortgaged Property; or


 


(g)          the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing
Holder) determines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable,
(ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Serviced Loan
or otherwise materially adversely affect the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of
a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in the Serviced
Loan Combination), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the
Serviced Loan or, if no cure period is specified and the default is capable of being cured, for 60 days;


 


provided,
however, that a Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect
to such Serviced Loan or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through
(g) above exists that would cause such Serviced Loan (or, in the case of a Serviced Loan that is part of a Serviced Loan Combination,
that would cause any Mortgage Loan or Companion Loan that is part of such Serviced Loan Combination) to continue to be characterized
as a Specially Serviced Loan, when:


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full
and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with
a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


(x)          with
respect to the circumstances described in clauses (c), (d), (e) and (g) of this definition, such circumstances cease to exist
in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;


 


(y)          with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer
in its reasonable, good faith judgment; and


 






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(z)          with
respect to the circumstances described in clause (f) of this definition, such proceedings are terminated.


 


The
Special Servicer may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely
on the Special Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced
Loan’s becoming a Specially Serviced Loan. If any Serviced Mortgage Loan that is part of a Serviced Loan Combination becomes
a Specially Serviced Loan, then the related Serviced Companion Loan shall also become a Specially Serviced Loan. If the Serviced
Companion Loan that is included in a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage
Loan that is part of such Serviced Loan Combination shall also become a Specially Serviced Loan.


 


“Specially
Serviced Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Specified
Mortgage Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.


 


“Split
Mortgage Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets
of the Trust as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule)
listed on the Loan Combination Table under the column heading “Loan No. for related Mortgage Loan.”


 


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


 


“Startup
Day”: The day designated as such pursuant to Section 2.12(c) of this Agreement.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an REO Trust Loan),
as of any date of determination, an amount equal to (a) the Cut-Off Date Balance of such Mortgage Loan or Trust Subordinate
Companion Loan (or, in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan (as
of the date of substitution) after application of all scheduled payments of principal and interest due during or prior to the
month of substitution, whether or not received), minus (b) the sum of (i) any and all amounts (without duplication) attributable
to such Mortgage Loan or Trust Subordinate Companion Loan that are part of the Scheduled Principal Distribution Amount, the Unscheduled
Principal Distribution Amount, the Woodlands Mall Scheduled Principal Distribution Amount, the Woodlands Mall Unscheduled Principal
Distribution Amount, the Centre Scheduled Principal Distribution Amount and/or the Centre Unscheduled Principal Distribution Amount,
as applicable, for each and every Distribution Date coinciding with or preceding such date of determination and (ii) any adjustment
to the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan as a result of a reduction of principal by
a bankruptcy court or as a result of a modification reducing the principal balance of such Mortgage Loan or Trust Subordinate
Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination.
The


 






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Stated Principal Balance of a Mortgage Loan or Trust Subordinate Companion Loan with respect to which title to the related
Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Trust Loan is part of a Loan Combination, the related
Companion Loan Holder(s), is equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired
less any and all amounts attributable to the related REO Trust Loan that are part of the Unscheduled Principal Distribution Amount,
Woodlands Mall Unscheduled Principal Distribution Amount or Centre Unscheduled Principal Distribution Amount, as applicable, and
the principal portion of any P&I Advances with respect to such REO Trust Loan for each and every Distribution Date coinciding
with or preceding such date of determination but after the date on which such title is acquired. With respect to any Serviced
Companion Loan (other than the Woodlands Mall Trust Subordinate Companion Loan and The Centre Trust Subordinate Companion Loan)
(including any successor REO Companion Loan with respect to such Serviced Companion Loan), as of any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such Serviced Companion Loan as of the Cut-off Date,
minus (i) all amounts remitted to the related Serviced Companion Loan Holder on or prior to the most recent Distribution Date
coinciding with or preceding such date of determination that are allocable to principal of such Serviced Companion Loan and (ii)
any adjustment to the principal balance of such Serviced Companion Loan as a result of a reduction of principal by a bankruptcy
court or as a result of a modification reducing the principal amount due on such Serviced Companion Loan as of the Determination
Date for the most recent Distribution Date coinciding with or preceding such date of determination. Notwithstanding the foregoing,
the Stated Principal Balance of a Mortgage Loan, Trust Subordinate Companion Loan or other Serviced Companion Loan that has been
paid in full or a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or,
in the case of an Outside Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination)
shall be zero from and after the Distribution Date related to the Collection Period in which such payment or determination is
made. The Stated Principal Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination,
shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the
related Serviced Companion Loan(s) (including any related REO Companion Loan(s)).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Trust Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Trust Loans under the direction or authority of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Subordinate
Companion Loan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender
Agreement, is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans
related to the Trust as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column
heading “Subordinate Companion Loan(s),” each of which Notes evidences a separate Subordinate Companion Loan.


 


“Subordinate
Companion Loan Holder”: The holder of a Subordinate Companion Loan (other than a Trust Subordinate Companion Loan).


 






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“Subordinate
YM Certificates”: As defined in Section 4.01(d) of this Agreement.


 


“Sub-Servicer”:
Any Person that Services Trust Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the Servicing
functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement,
with respect to some or all of the Trust Loans. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S
to this Agreement will be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it
is permitted to appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any Sub-Servicer
relating to servicing and administration of Trust Loans as provided in Section 3.01(c) of this Agreement.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal
to the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over
the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of
principal and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage
Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution
Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the
Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loans.


 


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


 


“Tax
Returns”: The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return
to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under
subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.


 


“TCRR
Transfer Restriction Period”: With respect to the Class TCRR Certificates, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of The Centre Trust Subordinate
Companion Loan has been reduced to 33% of the aggregate Cut-off Date Balance of The Centre Trust Subordinate Companion Loan,
(B) the date on which the aggregate outstanding Certificate Balance of the Centre Loan-Specific Certificates has been reduced
to 33% of the aggregate outstanding Certificate Balance of the Centre Loan-Specific Certificates as of the Closing Date, or (C)
two (2) years after the Closing Date; (ii) the date on which the Centre Trust Subordinate Companion Loan has been defeased in
accordance with the TPP Risk Retention Requirements set


 






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forth in Rule 7(b)(8)(i) of Regulation RR; or (iii) the date on which
Regulation RR has been officially abolished (and the securitization transaction contemplated by this Agreement is not subject
to any other applicable credit risk retention requirements under the Dodd-Frank Act) or, based on a written opinion of counsel
reasonably acceptable to the Depositor and the Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer
applicable to the securitization transaction constituted by the issuance of the Centre Loan-Specific Certificates.


 


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


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Termination
Purchase Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price (excluding
the amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive of
any successor REO Mortgage Loans with respect thereto) and Trust Subordinate Companion Loans (exclusive of any successor REO Companion
Loans with respect thereto) then included in the Trust and (B) the Appraised Value of the Trust’s portion of each REO Property,
if any, then included in the Trust, as determined by the Special Servicer (the relevant appraisals for purposes of this clause
(B) shall be obtained by the Special Servicer and prepared by an Appraiser in accordance with MAI standards).


 


“Test”:
As defined in Section 11.01(b)(iv).


 


“The
Centre Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of July 29, 2019, by and between
the holder of the Centre Mortgage Loan, the holder of the Centre Trust Subordinate Companion Loan and the holder of The Centre
Pari Passu Companion Loans, relating to the relative rights of such holders, as the same may be further amended in accordance
with the terms thereof.


 


“The
Centre Loan Combination”: Collectively, The Centre Mortgage Loan, The Centre Trust Subordinate Companion Loan and The
Centre Pari Passu Companion Loans.


 


“The
Centre Mortgage Loan”: The Mortgage Loan evidenced by one promissory note, Note A-1, made by the related Mortgagor and
secured by the Mortgage on The Centre Mortgaged Property, which is included in the Trust (identified as Loan No. 15 on the Mortgage
Loan Schedule) and which is senior in right of payment to The Centre Trust Subordinate Companion Loan to the extent set forth
in the related Loan Documents and as provided in The Centre Co-Lender Agreement.


 


“The
Centre Mortgaged Property”: The underlying real property securing The Centre Loan Combination referred to in the Mortgage
Loan Schedule as “The Centre,” as more fully described in the related Loan Documents.


 






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“The
Centre Pari Passu Companion Loans”: Collectively, the mortgage loans evidenced by two promissory notes, Note A-2-1 and
Note A-2-2, made by the related Mortgagor and secured by the mortgage on The Centre Mortgaged Property, which is not included
in the Trust and which is senior in right of payment to The Centre Trust Subordinate Companion Loan to the extent set forth in
the related Loan Documents and as provided in The Centre Co-Lender Agreement.


 


“The
Centre Trust Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by one promissory, Note B-1,
made by the related Mortgagor and secured by the Mortgage on The Centre Mortgaged Property, which is included in the Trust and
which is subordinate in right of payment to The Centre Mortgage Loan and The Centre Pari Passu Companion Loans to the extent set
forth in the related Loan Documents and as provided in The Centre Co-Lender Agreement.


 


“Third
Party Purchaser”: Any “third-party purchaser” or “subsequent third-party purchaser”
(each within the meaning of Regulation RR) that holds, or a “majority-owned affiliate” (under Regulation RR) of
which holds, some or all of the HRR Interest in accordance with this Agreement and applicable laws and regulations; provided
that if there are multiple such parties with respect to the HRR Interest then “Third Party Purchaser” shall mean,
individually and collectively, those multiple parties. Commencing on the Closing Date, KKR Real Estate Credit Opportunity Partners
II L.P. shall be the initial Third Party Purchaser.


 


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


 


“Threshold
Event Collateral”: As defined in Section 3.28(f).


 


“TPP
Risk Retention Requirements” means all of the requirements and obligations set forth in Rule 7 and/or Rule 12 of Regulation
RR that are applicable to a third-party purchaser who purchases an eligible horizontal residual interest or to its Affiliates,
as such requirements or obligations may be amended from time to time, and subject to such clarification and interpretation as
have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such
agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time
as of the applicable date compliance is required.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.03(p)(ii) of this Agreement.


 


“Treasury
Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”:
The trust created by this Agreement.


 






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“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
and Trust Subordinate Companion Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating
thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and Trust Subordinate Companion
Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution
(exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect
to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and Trust Subordinate Companion Loans required to be maintained
pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits
and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security
for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and Trust Subordinate Companion
Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix)
the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of this
Agreement; (xi) the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests; (xii)
the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


“Trust
Loan”: Any Mortgage Loan (including any successor REO Mortgage Loan) or Trust Subordinate Companion Loan (including
any successor REO Companion Loan) held in the Trust Fund.


 


“Trust
Reimbursement Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust
Reimbursement Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust
Reimbursement Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust
REMIC”: Each of the Woodlands Mall REMIC, the Centre REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trust
Subordinate Companion Loan”: Each of Woodlands Mall Trust Subordinate Companion Loan and The Centre Trust Subordinate
Companion Loan.


 






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“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


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


 


“Trustee/Certificate
Administrator Fee”: With respect to each Trust Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the
Cut-Off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Trust Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the related Trust Loan is computed and shall be prorated for partial periods. For the avoidance of
doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan, a rate equal to 0.00580%
per annum.


 


“Underwriter
Exemption”: Collectively, (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global
Markets Inc., (b) the prohibited transaction exemption granted to Deutsche Bank Securities Inc., Department Final Authorization
Number 97-03E, and (c) the Prohibited Transaction Exemption 2002-19 granted to J.P. Morgan Securities LLC, each as most
recently amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to
time.


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement
Amount pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been
recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect
of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all
Principal Prepayments received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced
Mortgage Loans, all Principal Prepayments received during the period that renders them includable in the Aggregate Pooled Available
Funds for such Distribution Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage
Loans and, to the extent of the Trust’s interest therein, any REO Properties during the related Collection Period (or, in
the case of an Outside Serviced Mortgage Loan or any interest in REO Property acquired with respect thereto, all such proceeds
received during the period that renders them includable in the Aggregate Pooled


 






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Available Funds for such Distribution Date), whether
in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds, net income, rents, and REO Proceeds or otherwise,
that were identified and applied by the Master Servicer (and/or, in the case of an Outside Serviced Mortgage Loan, the related
Outside Servicer) as recoveries of previously unadvanced principal of the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 11.01(b)(iii).


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Woodlands
Mall Regular Interests and the Centre Regular Interests and amounts held from time to time in the Upper-Tier REMIC Distribution
Account.


 


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B12, Upper-Tier REMIC Distribution Account” and which must be an Eligible
Account. The Upper-Tier REMIC Distribution Account shall be an asset of the Upper-Tier REMIC.


 


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


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation, partnership (except to the extent provided in
applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State thereof
or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source, or
a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable Treasury regulations, certain trusts in existence as of August 20, 1996 that have elected to be treated as U.S.
Tax Persons).


 


“Vertical
Risk Retention Allocation Percentage”: The Vertically Retained Percentage divided by the Non-Vertically Retained
Percentage.


 


“Vertically
Retained Certificates”: All of the Class VRR Certificates collectively.


 


“Vertically
Retained Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Certificate Balance
of the Class VRR Interest, and the denominator of which is the aggregate initial Certificate Balance of all Classes of Pooled
Principal Balance Certificates.


 






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“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes
of Certificateholders as follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates,
allocated pro rata based upon their respective Notional Amounts as of the date of determination (but only for so long as
the Notional Amount of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class
of Principal Balance Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only
Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate Balance of such
Class of Principal Balance Certificates as of the date of determination, and the denominator of which is equal to the aggregate
of the Certificate Balances of all Classes of the Principal Balance Certificates, in each case as of the date of determination
(provided that, if, but only if, expressly so provided herein in any circumstance, the allocation or exercise of Voting
Rights for any particular purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate
Balances). The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion
to their respective Percentage Interests. The Class S and Class R Certificates shall not be entitled to any Voting Rights.


 


“VRR
Allocation Percentage”: A percentage equal to the Vertically Retained Percentage divided by the Non-Vertically Retained
Percentage.


 


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


 


“VRR
Interest”: All of the Class VRR Certificates collectively. The VRR Interest represents undivided beneficial interests
in the VRR Specific Grantor Trust Assets.


 


“VRR
Interest Distribution Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of
the Non-Vertically Retained Pooled Regular Certificates pursuant to Sections 4.01(b)(i), (iv), (vii),
(x), (xiii), (xvi), (xix), (xxii) and (xxv) on such Distribution Date.


 


“VRR
Interest Transfer Restriction Period”: With respect to the VRR Interest, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans
has been reduced to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate outstanding
Certificate Balance of all Classes of Pooled Principal Balance Certificates has been reduced to 33% of the aggregate outstanding
Certificate Balance of all Classes of Pooled Principal Balance Certificates as of the Closing Date, or (C) two (2) years after
the Closing Date; or (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions
of Regulation RR applicable to the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by
this Agreement are repealed in their entirety or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined
that such repeal or elimination renders Regulation RR in its entirety inapplicable (and that there are no other


 






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risk retention
requirements under the Dodd-Frank Act that would be applicable) to the securitization transaction contemplated by this Agreement.


 


“VRR
Principal Distribution Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders
of the Non-Vertically Retained Pooled Principal Balance Certificates pursuant to Sections 4.01(b)(ii), (v),
(viii), (xi), (xiv), (xvii), (xx), (xxiii) and (xxvi) and the penultimate paragraph
of Section 4.01(b) on such Distribution Date.


 


“VRR
Realized Loss Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of
(A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of interest on reimbursed Realized Losses distributed
to the Holders of the Non-Vertically Retained Pooled Principal Balance Certificates pursuant to Sections 4.01(b)(iii),
(vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution
Date.


 


“VRR
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR Upper-Tier Regular
Interest, together with all distributions thereon and proceeds thereof, (ii) the Vertically Retained Percentage of any Excess
Interest collected on the ARD Mortgage Loans, and (iii) the Vertically Retained Percentage of amounts held from time to time in
the Excess Interest Distribution Account.


 


“VRR1
Interest”: As defined in the Preliminary Statement.


 


“VRR1
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by CREFI.


 


“VRR2
Interest”: As defined in the Preliminary Statement.


 


“VRR2
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.


 


“VRR3
Interest”: As defined in the Preliminary Statement.


 


“VRR3
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by JPMCB.


 


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable
Net Mortgage Pass-Through Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted
on the basis of their respective Stated Principal Balances immediately prior to such Distribution Date.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations section 1.671-5, as amended.


 






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“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


 


“WM
Non-VRR Percentage”: 95%, which is the percentage equal to 100% less the WM-VRR Percentage.


 


“WM
Realized Loss”: With respect to each Distribution Date, the WM Non-VRR Percentage of any Realized Loss with respect
to the Woodlands Mall Loan-Specific Certificates with respect to such Distribution Date.


 


“WMRR
Allocation Percentage”: The WM-VRR Percentage divided by the WM-Non-VRR Percentage.


 


“WM-VRR
Percentage”: 5%.


 


“WMRR
Available Funds”: The product of the Woodlands Mall Available Funds multiplied by the WM-VRR Percentage.


 


“WMRR
Interest”: All of the Class WMRR Certificates, collectively.


 


“WMRR
Interest Distribution Amount”: With respect to the WMRR Interest for any Distribution Date will equal the product of
(A) the WMRR Allocation Percentage and (B) the aggregate amount of interest distributed on the Woodlands Mall Non-VRR Certificates
according to clauses First, Fourth, and Seventh in Section 4.01(m) of this Agreement.


 


“WMRR
Principal Distribution Amount”: With respect to the WMRR Interest for any Distribution Date will equal the product of
(a) the WMRR Allocation Percentage and (b) the aggregate amount of principal distributed on the Woodlands Mall Non-VRR Certificates
according to clauses Second, Fifth and Eighth in Section 4.01(m) of this Agreement.


 


“WMRR
Realized Loss”: With respect to the WMRR Interest and with respect to each Distribution Date, the product of (A) the
WM-VRR Percentage and (B) any Realized Loss with respect to the Woodlands Mall Loan-Specific Certificates for such Distribution
Date.


 


“WMRR
Realized Loss Interest Distribution Amount”: With respect to any Distribution Date will equal the product of (A) the
WMRR Allocation Percentage and (B) the aggregate amount of interest, if any, on related unreimbursed WM Realized Losses distributed
to the holders of the Woodlands Mall Non-VRR Certificates according to clauses Third, Sixth, and Ninth in
Section 4.01(m) of this Agreement.


 


“WMRR
Transfer Restriction Period”: With respect to the WMRR Interest, the period from the Closing Date to the earlier of:
(i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of the Woodlands Mall Trust Subordinate
Companion Loan has been reduced to 33% of the aggregate Cut-off Date Balance of the Woodlands Mall Trust Subordinate Companion
Loan, (B) the date on which the aggregate outstanding Certificate Balance of the Woodlands Mall Loan-Specific Certificates has
been reduced to 33% of the aggregate


 






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outstanding Certificate Balance of the Woodlands Mall Loan-Specific Certificates as of the
Closing Date, or (C) two (2) years after the Closing Date; or (ii) the date on which Regulation RR has been officially abolished
(and the securitization transaction contemplated by this Agreement is not subject to any other applicable credit risk retention
requirements under the Dodd-Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor and
the Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to the securitization transaction
constituted by the issuance of the Woodlands Mall Loan-Specific Certificates.


 


“Woodlands
Mall Available Funds”: The sum of the following amounts (without duplication) (which, for the avoidance of doubt, will
not include any amounts received in respect of the Mortgage Loans or The Centre Trust Subordinate Companion Loan):


 


(a)          the
aggregate amount of all cash received on the Woodlands Mall Trust Subordinate Companion Loan and, to the extent allocable to the
Woodlands Mall Trust Subordinate Companion Loan, any related REO Property that is 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 allocable to any Mortgage
Loan or any other Companion Loan or held for the benefit of the holders of the Pooled Certificates or the holders of the Centre
Loan-Specific Certificates) and/or the Woodlands Mall REMIC Distribution Account as of the close of business on the Business
Day immediately preceding the Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without
duplication):


 


(i)          any
scheduled payments of principal and/or interest, including any Balloon Payments that are accompanied by interest due through the
related maturity date, paid by the related Mortgagor with respect to the Woodlands Mall Trust Subordinate Companion Loan, that
are due (without regard to grace periods) on a Due Date that occurs after the related Determination Date;


 


(ii)         payments
(scheduled or otherwise) of principal (including prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds and
Net Condemnation Proceeds and other unscheduled recoveries allocable to the Woodlands Mall Trust Subordinate Companion Loan that
were received after the related Determination Date (other than the Trust’s applicable interest in any related REO Property
contemplated by clause (b) of this definition for the subject Distribution Date);


 


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


 


(iv)       with
respect to any Distribution Date occurring in January (other than during a leap year) or February of any calendar year (unless
such Distribution Date is the final Distribution Date), the Withheld Amount related to the Woodlands Mall Trust Subordinate Companion
Loan to the extent those funds are on deposit in the Collection Account;


 






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(v)         Yield
Maintenance Charges on the Woodlands Mall Trust Subordinate Companion Loan (which are separately distributed to holders of the
related Woodlands Mall Loan-Specific Certificates);


 


(vi)        amounts
deposited in the Collection Account or the Woodlands Mall REMIC Distribution Account in error; and/or


 


(vii)       late
payment charges or accrued interest on the Woodlands Mall Trust Subordinate Companion Loan allocable to the default interest rate
for such Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate
for the Woodlands Mall Trust Subordinate Companion Loan;


 


(b)           if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, the aggregate amount
allocable to the Woodlands Mall Trust Subordinate Companion Loan transferred from the REO Account to the Collection Account for
the subject Distribution Date, to the extent that such transfer is made or such remittance is received by the close of business
on the Business Day immediately preceding the related Master Servicer Remittance Date;


 


(c)           all
Compensating Interest Payments made by the Master Servicer with respect to the Woodlands Mall Trust Subordinate Companion Loan
for the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the Woodlands Mall Trust Subordinate Companion Loan for the subject Distribution Date (net of the related Trustee/Certificate
Administrator Fee and the Operating Advisor Fee with respect to the Woodlands Mall Trust Subordinate Companion Loan for which
such Compensating Interest Payments or P&I Advances are made, to the extent not already deducted from Woodlands Mall Available
Funds pursuant to clause (a)(iii) of this definition); and


 


(d)           with
respect to any Distribution Date occurring in March (or February, if such Distribution Date is the final Distribution Date), commencing
in 2020, the related Withheld Amounts related to the Woodlands Mall Trust Subordinate Companion Loan as required to be deposited
in the Woodlands Mall REMIC Distribution Account.


 


“Woodlands
Mall Borrower Party”: A Borrower Party with respect to the Woodlands Mall Mortgage Loan.


 


“Woodlands
Mall Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of August 8, 2019, by and between
the holder of the Woodlands Mall Mortgage Loan, the holder of the Woodlands Mall Trust Subordinate Companion Loan and the holders
of the Woodlands Mall Pari Passu Companion Loans, relating to the relative rights of such holders, as the same may be further
amended in accordance with the terms thereof.


 


“Woodlands
Mall Control Appraisal Period”: The period that will exist with respect to the Woodlands Mall Loan Combination, if and
for so long as:


 






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1.             (1)
the initial principal balance of the Woodlands Mall Trust Subordinate Companion Loan, minus (2) the sum (without duplication)
of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Woodlands
Mall Trust Subordinate Companion Loan after the date of creation of the Woodlands Mall Trust Subordinate Companion Loan, (y) any
Appraisal Reduction Amount for the Woodlands Mall Loan Combination that is allocated to the Woodlands Mall Trust Subordinate Companion
Loan and (z) any losses realized with respect to the Woodlands Mall Mortgaged Property or the Woodlands Mall Loan Combination
that are allocated to the Woodlands Mall Trust Subordinate Companion Loan, is less than


 


2.             25%
of the remainder of (i) the initial principal balance of the Woodlands Mall Trust Subordinate Companion Loan less (ii) any payments
of principal (whether as principal prepayments or otherwise) allocated to, and received by, the Woodlands Mall Trust Subordinate
Companion Loan Holder on the Woodlands Mall Trust Subordinate Companion Loan, after the date of creation of such Woodlands Mall
Trust Subordinate Companion Loan,


 


provided
that a Woodlands Mall Control Appraisal Period shall terminate upon the occurrence of a cure by the Woodlands Mall Trust Subordinate
Companion Loan Holder pursuant to the terms of the Woodlands Mall Co-Lender Agreement and provided, further, that, if the
holder of the Woodlands Mall Trust Subordinate Companion Loan would be the controlling noteholder pursuant to the terms of the
Woodlands Mall Co-Lender Agreement, but any interest in the Woodlands Mall Trust Subordinate Companion Loan is held by a Woodlands
Mall Borrower Party, or a Woodlands Mall Borrower Party would otherwise be entitled to exercise the rights of the Woodlands Mall
Controlling Noteholder in respect of the Woodlands Mall Trust Subordinate Companion Loan, then a Woodlands Mall Control Appraisal
Period shall be deemed to have occurred.


 


“Woodlands
Mall Control Eligible Certificates”: The Class WM-A, Class WM-B and Class WM-C Certificates.


 


“Woodlands
Mall Controlling Class”: As of any time of determination, the most subordinate Class of Woodlands Mall Control Eligible
Certificates then outstanding that has a Certificate Balance, as notionally reduced by any portion of the cumulative Appraisal
Reduction Amount allocable to such Class, at least equal to 25% of the initial Certificate Balance of that Class; provided,
however, that if no Class of Woodlands Mall Control Eligible Certificates meets the preceding requirement, the most senior Class
of the Woodlands Mall Control Eligible Certificates; provided, further, however, that if, at any time, the outstanding
Certificate Balance of the Class WM-A Certificates has been reduced to zero (without regard to the allocation of any Cumulative
Appraisal Reduction Amounts), then the “Woodlands Mall Controlling Class” will be the most subordinate class
of Woodlands Mall Control Eligible Certificates with an outstanding Certificate Balance greater than zero (without regard to the
allocation of any Cumulative Appraisal Reduction Amounts. The Woodlands Mall Controlling Class as of the Closing Date will be
Class WM-C Certificates.


 


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


 






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“Woodlands
Mall Controlling Class Representative”: The Woodlands Mall Controlling Class Certificateholder (or other representative)
selected by at least a majority of the Woodlands Mall Controlling Class Certificateholders, by Certificate Balance, as identified
by notice to the Certificate Administrator by the applicable the Woodlands Mall Controlling Class Certificateholders from time
to time, with notice of such selection delivered to the Special Servicer, the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer and the Trustee; provided, however, that (i) absent that selection, or (ii) until a Woodlands
Mall Controlling Class Representative is so selected or (iii) upon receipt of a notice from the Woodlands Mall Controlling Class
Certificateholders that own Loan-Specific Certificates representing more than 50% of the Certificate Balance of the Woodlands
Mall Controlling Class, that the Woodlands Mall Controlling Class Representative is no longer designated, the Woodlands Mall Controlling
Class Representative will be the Woodlands Mall Controlling Class Certificateholder that owns the largest aggregate Certificate
Balance of the Woodlands Mall Controlling Class, as identified to the Certificate Administrator (who shall notify the Master Servicer,
the Special Servicer and the Operating Advisor). If, upon the occurrence of any of the events or circumstances specified in clauses
(i), (ii) or (iii) above, the Woodlands Mall Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Woodlands Mall Controlling Class has not been identified to the Certificate Administrator (and thereby the Master Servicer
and the Special Servicer), then the Master Servicer and the Special Servicer will have no obligation to obtain the consent of,
or consult with, any Woodlands Mall Controlling Class Representative until notified of the identity of such largest Woodlands
Mall Controlling Class Certificateholder or otherwise notified of the identity of the Woodlands Mall Controlling Class Representative
as provided in this Agreement. The initial Woodlands Mall Controlling Class Representative is Pacific Life Insurance Company or
an Affiliate thereof. No person may exercise any of the rights and powers of the Woodlands Mall Controlling Class Representative
with respect to an Excluded Mortgage Loan.


 


“Woodlands
Mall Interest Accrual Amount”: With respect to any Distribution Date and any Class of Woodlands Mall Non-VRR Certificates,
the interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class on the Certificate
Balance for such Class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period
will be made on 30/360 Basis.


 


“Woodlands
Mall Interest Distribution Amount”: With respect to any Distribution Date and each Class of Woodlands Mall Non-VRR Certificates,
(A) the sum of (i) the Woodlands Mall Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the
Woodlands Mall Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall with respect to the Woodlands Mall Trust Subordinate Companion Loan that is allocated to such class on such
Distribution Date.


 


“Woodlands
Mall Interest Shortfall”: With respect to any Distribution Date for any Class of Woodlands Mall Non-VRR Certificates,
the sum of (a) the portion of the Woodlands Mall Interest Distribution Amount for such Class remaining unpaid as of the close
of business on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, one month’s
interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date.


 






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“Woodlands
Mall Loan Combination”: The Loan Combination consisting of the Woodlands Mall Mortgage Loan, the Woodlands Mall Trust
Subordinate Companion Loan and the Woodlands Mall Pari Passu Companion Loans.


 


“Woodlands
Mall Loan-Specific Certificates”: The Class WM-A, WM-B and Class WM-C Certificates and the WMRR Interest.


 


“Woodlands
Mall Mortgage Loan”: The Mortgage Loan evidenced by three senior pari passu promissory notes designated as Note A-1-1,
Note A-5 and Note A-7 made by the related Mortgagor (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule)
and secured by the Mortgage on the Woodlands Mall Mortgaged Property, which is included in the Trust and which is senior in right
of payment to the Woodlands Mall Trust Subordinate Companion Loan to the extent set forth in the related Loan Documents and as
provided in the Woodlands Mall Co-Lender Agreement.


 


“Woodlands
Mall Mortgaged Property”: The underlying real property securing the Woodlands Mall Loan Combination referred to in the
Mortgage Loan Schedule as “Woodlands Mall,” as more fully described in the related Loan Documents.


 


“Woodlands
Mall Non-VRR Certificates”: The Class WM-A, Class WM-B and Class WM-C Certificates.


 


“Woodlands
Mall Pari Passu Companion Loans”: The mortgage loans evidenced by five senior pari passu promissory notes designated
as Notes A-1-2, A-2, A-3, A-4 and A-6 made by the related Mortgagor and secured by the Mortgage on the Woodlands Mall Mortgaged
Property, which are not included in the Trust and are senior in right of payment to the Woodlands Mall Trust Subordinate Companion
Loan to the extent set forth in the related Loan Documents and as provided in the Woodlands Mall Co-Lender Agreement.


 


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


 


“Woodlands
Mall Principal Distribution Amount”: With respect to any Distribution Date and the Woodlands Mall Non-VRR Certificates,
the sum of (a) the Woodlands


 






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Mall Principal Shortfall for such Distribution Date and (b) the WM Non-VRR Percentage of the
Aggregate Woodlands Mall Principal Distribution Amount for such Distribution Date.


 


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


 


“Woodlands
Mall Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section
860G(a)(1), in the Woodlands Mall REMIC, designated as the Class LWM-A, Class LWM-B, Class LWM-C and Class LWMRR Woodlands
Mall Regular Interests.


 


“Woodlands
Mall REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists of the Woodlands Mall
Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of any related REO Property with respect thereto,
the related REO Account (to the extent of amounts therein allocable to the Woodlands Mall Trust Subordinate Companion Loan), the
Woodlands Mall REMIC Distribution Account and the Interest Reserve Account (to the extent of amounts therein allocable to the
Woodlands Mall Trust Subordinate Companion Loan).


 


“Woodlands
Mall REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate
sub-account within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B12
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, Woodlands Mall REMIC Distribution Account”
and which must be an Eligible Account. The Woodlands Mall REMIC Distribution Account shall be an asset of the Woodlands Mall REMIC.


 


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


 


“Woodlands
Mall Retaining Sponsor”: As defined in the Preliminary Statement.


 


“Woodlands
Mall Scheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of the principal portions of
(a) all Monthly Payments (which do not include Balloon Payments) with respect to the Woodlands Mall Trust Subordinate Companion
Loan (including any successor REO Companion Loan with respect thereto), due or deemed due during or, if and to the extent not
previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection
Period, in each case (i) to the extent paid by the related Mortgagor as of the related Determination Date or (ii) advanced by
the Master Servicer or the Trustee, as applicable, in respect of such Distribution Date,


 






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and (b) all Balloon Payments allocable
to the Woodlands Mall Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the
extent received during the related Collection Period, and to the extent not included in clause (a) above for the subject Distribution
Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution Date. The Woodlands
Mall Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a Mortgagor
with respect to the Woodlands Mall Trust Subordinate Companion Loan, including late payments in respect of a delinquent balloon
payment, received during the periods or by the times described above in this definition, except to the extent those late payments
are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances.


 


“Woodlands
Mall Trust Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by the promissory note B made by the
related Mortgagor and secured by the Mortgage on the Woodlands Mall Mortgaged Property, which is included in the Trust and which
is subordinate in right of payment to the Woodlands Mall Mortgage Loan and the Woodlands Mall Pari Passu Companion Loans to the
extent set forth in the related Loan Documents and as provided in the Woodlands Mall Co-Lender Agreement.


 


“Woodlands
Mall Unscheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of: (a) all prepayments of
principal received on the Woodlands Mall Trust Subordinate Companion Loan during the related Collection Period; and (b) any other
collections (exclusive of payments by the related Mortgagor) received on the Woodlands Mall Trust Subordinate Companion Loan and,
to the extent allocable to the Woodlands Mall Trust Subordinate Companion Loan, any related REO Property during the related Collection
Period whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, net income, rents, and profits
from any related REO Property or otherwise, that were identified and applied by the Master Servicer or Special Servicer, as applicable,
as recoveries of previously unadvanced principal of the Woodlands Mall Trust Subordinate Companion Loan.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination,
the amount of any Advance made with respect to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination
on or before the date such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes (or, but for the
making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent
accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such
Advance on or before the date, if any, on which such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination
becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms
of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall
not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable
Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate
applied to each collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for
which a Liquidation





 



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Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that
no Workout Fee shall be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan
became a Specially Serviced Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and
no mortgage loan event of default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
is modified by the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event
described in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the
related collection of interest and principal is received within 90 days following the related Maturity Date in connection with
the full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable),
the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related
Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to any Specially
Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on
behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described
in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee.


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000
when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject
Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or related Serviced
Loan Combination, if applicable) becomes a Corrected Loan, through and including the then-related maturity date; provided
that, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected
payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or
related Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Loan Combination,
if applicable) becomes a Corrected Loan through and including the then-related maturity date, then the Workout Fee Rate shall
be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of
principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage Loan (or related Serviced Loan
Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable) becomes
a Corrected Loan through and including the then-related maturity date.


 


“XML
Format”: Extensible markup language electronic format.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note in connection with certain prepayments.


 






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Section
1.02 Certain Calculations.
Unless otherwise specified herein, the following provisions shall apply:


 


(a)          All
calculations of interest with respect to the Mortgage Loans and Trust Subordinate Companion Loans shall be made in accordance
with the terms of the related Note and Mortgage.


 


(b)          For
purposes of distribution of Yield Maintenance Charges to the Pooled Certificateholders pursuant to Section 4.01(d) of this
Agreement on any Distribution Date, the Class of Non-Vertically Retained Pooled Principal Balance Certificates as to which
the Non-Vertically Retained Percentage of any prepayment shall be deemed to be distributed shall be determined on the assumption
that the portion of the Principal Distribution Amount paid to the Non-Vertically Retained Pooled Principal Balance Certificates
on such Distribution Date in respect of principal shall consist first of the Non-Vertically Retained Percentage of scheduled
payments included in the definition of Principal Distribution Amount and second of the Non-Vertically Retained Percentage
of prepayments included in such definition.


 


(c)          Any
Mortgage Loan or Trust Subordinate Companion Loan payment is deemed to be received by the Trust Fund on the date such payment
is actually received by the Master Servicer, the Special Servicer or the Certificate Administrator; provided, however,
that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan or
Trust Subordinate Companion Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b)
of this Agreement to reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan on
which interest accrues.


 


(d)          For
purposes of calculating distributions on the Certificates and, in the absence of express provisions in the related Loan Documents
(and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary, for purposes
of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of any
Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds
(excluding, if applicable, in the case of each Serviced Loan Combination, any amounts payable to the holder(s) of the related
Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


(ii)         as
a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances
at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the


 






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Mortgage Pool (as described
in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)        to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest (exclusive
of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time
through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account any allocations pursuant
to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this
clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances for
such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with the related
Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of
such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made;


 


(iv)        to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)         as
a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal Reduction
Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated as
recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)        as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


 


(vii)       as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)      as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 






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(ix)        as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


(x)         as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)        as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than,
if applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees);


 


(xii)       as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)      in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest;


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds
125%, or would exceed 125% following any partial release (based solely on the value of the real property and excluding personal
property and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan
or the related Serviced Loan Combination in the manner permitted by the REMIC Provisions.


 


(e)          Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender
Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates and (subject to any related
Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due under the Mortgage
Loan in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO
Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to the related REO Mortgage Loan;


 


(ii)         as
a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as
described in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 






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(iii)        to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the
related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage Rate in effect
from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account
any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate portion
of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because of
the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred
under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


(iv)        to
the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance;


 


(v)         as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest)
to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for
such REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at
the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections
have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause
(v) or clause (v) of Section 1.02(d) above);


 


(vi)        as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)       as
a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)      as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan;


 


(ix)        as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and
unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due


 






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and owing, first, allocated
to Consent Fees and, then, allocated to Operating Advisor Consulting Fees); and


 


(x)         in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest.


 


(f)           The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special
Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in which case such
applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


 


(g)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans
or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including,
if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO
Property) shall be made using the Calculation Rate.


 


(h)           For
purposes of calculating Pass-Through Rates and distributions on, and allocations of applicable Realized Losses to, the Certificates,
as well as for purposes of calculating the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee
and the Asset Representations Reviewer Ongoing Fee payable each month, each REO Property (including any REO Property with respect
to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing Agreement) will be treated as if the related Mortgage
Loan and any related Companion Loan(s) had remained outstanding and the related Loan Documents continued in full force and effect;
and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage Pool” (or any other capitalized
terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be references to or
to also include, as the case may be, any related REO Mortgage Loan, and all references to “Companion Loan,” “Companion
Loans,” “Trust Subordinate Companion Loan” or “Trust Subordinate Companion Loans” (or any other
capitalized terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be references
to or to also include, as the case may be, any related REO Companion Loan. Each REO Loan will generally be deemed to have the
same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including the same fixed Mortgage
Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts
due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts payable or reimbursable
to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
or the Trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect
of the related REO Property, net of payments to be made, or reimbursements to the Master Servicer or Special Servicer for payments
previously advanced, in connection with the operation and management of that property, generally


 






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will be applied by the Master
Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


 


Section
1.03 Certain Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate
Class of Non-Vertically Retained Pooled Regular Certificates outstanding at any time shall mean the most or next most subordinate
Class of Non-Vertically Retained Pooled Regular Certificates then outstanding as among the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class
C, Class D, Class E, Class F-RR, Class G-RR and Class J-RR Certificates; provided, however, that for
purposes of determining the most subordinate Class of Non-Vertically Retained Pooled Regular Certificates, in the event that
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates are the only Classes
of Non-Vertically Retained Pooled Principal Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-AB and Class X-A Certificates together will be treated as the most subordinate Class
of Non-Vertically Retained Pooled Regular Certificates. For purposes of this Agreement, each Class of Certificates (other
than the Class S and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance
or Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be
outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


 


(b)           For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)          the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)         references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)        a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)        the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)         the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 






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Article
II



CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01 Conveyance of Mortgage Loans and Trust Subordinate Companion Loans.


 


(a)          The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Benchmark 2019-B12
Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey
to the Trustee (as holder of the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular
Interests) in trust without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on
the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the
delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity relates to the failure in clause (ii)
of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13,
14, 16, 17, 18 and 23 of each Mortgage Loan Purchase Agreement, (iii) each Co-Lender Agreement, if any, (iv) each Trust Subordinate
Companion Loan and (v) all Escrow Accounts, Lock-Box Accounts and all other assets included or to be included in the Trust
Fund for the benefit of the Certificateholders. Such assignment includes all interest and principal received or receivable on
or with respect to the Mortgage Loans and the Trust Subordinate Companion Loans (other than payments of principal and interest
and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loans on or before the Cut-Off
Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and the Trust Subordinate
Companion Loans). Such assignment of any Outside Serviced Mortgage Loan is further subject to the terms and conditions of the
applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of the Mortgage Loans, the Trust
Subordinate Companion Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section
12.08 of this Agreement, is intended by the parties to constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct
each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or to cause
to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File
for each Mortgage Loan and Trust Subordinate Companion Loan, with copies (other than with respect to an Outside Serviced Mortgage
Loan) to be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding anything
to the contrary contained herein, (A) with respect to an Outside Serviced Mortgage Loan as of the Closing Date, the preceding
document delivery requirements shall be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian
(on behalf of the Trustee) of (i) with respect to the documents and/or instruments referred to in clause (1) of the definition
of “Mortgage File”, executed


 






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originals of the related documents, and (ii) with respect to the documents and/or instruments
referred to in clauses (2) through (20) of the definition of “Mortgage File”, a copy of such documents (with the actual
such documents to be delivered to the applicable Outside Custodian under the applicable Outside Servicing Agreement) and (B) with
respect to a Servicing Shift Mortgage Loan, the related Mortgage File delivered to and deposited with the Custodian (on behalf
of the Trustee) as contemplated by the first sentence of this Section 2.01(b) shall, on or after the related Servicing
Shift Date, be transferred to the Outside Custodian related to the securitization of the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note in accordance with the second paragraph of Section 2.01(c) and with the expectation
that the assignments referred to in clauses (4), (5) and (14) of the definition of “Mortgage File” (to the extent
that recordation of such item would have otherwise been required) will be recorded in the name of the trustee for that securitization.
None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable
for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect
to letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller shall
deliver, on or before the Closing Date, to the Master Servicer and the Master Servicer shall hold the original (or copy, if such
original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of
such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders
and, if applicable, the related Serviced Companion Loan Holder, to the extent required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable
Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering, on or before the Closing Date, with respect to any letter(s) of credit a copy thereof
to the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document
has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds
the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is
not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of
Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) in accordance with the applicable terms thereof
and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment
documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date; provided
that with respect to a Servicing Shift Mortgage Loan, no such assignments shall be made until the earlier of (i) the related Servicing
Shift Date, in which case such assignments shall be made in accordance with the related Servicing Shift Mortgage Loan Pooling
and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B) such time as any such letter of credit
is required to be drawn upon





 



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by the Master Servicer, in which case such assignments shall be made in favor of the Trustee for
the benefit of the Certificateholders and for the benefit of the holder(s) of the related Companion Loan(s), until the occurrence
of the related Servicing Shift Date. Contemporaneous with the securitization of the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note, any such letter of credit shall be assigned to the related Outside Servicer or related
Outside Trustee, as applicable, as provided in the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. The
applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for
the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of Certificateholders and, if
applicable, the related Serviced Companion Loan Holder, and shall cooperate with the reasonable requests of the Master Servicer
or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date
such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for
the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder.


 


With
respect to any Serviced Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related
comfort letter in favor of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any such related comfort letter to the Trustee for the benefit of the Certificateholders (and, if applicable, the related
Serviced Companion Loan Holder(s)) or have a new comfort letter (or any such new document or acknowledgement as may be contemplated
under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders (and, if applicable,
the related Serviced Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of the
Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any
such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort
letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of
such notice or request to the Custodian (who shall include such document in the related Mortgage File), the Special Servicer and
the Master Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire
such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under
the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver
the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion
in the Mortgage File.


 


After
the Depositor’s transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee pursuant to this
Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage
Loans and the Trust Subordinate Companion Loans.


 


(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase
Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan
Seller’s expense, in the appropriate public recording office for real property records


 






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or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage
File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”,
in each case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because
the documents referred to herein have been assigned to the related Outside Trustee. Notwithstanding the foregoing, with respect
to a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in the definition
of “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement (to the extent recordation
would have otherwise been required) until the earliest of (i) the related Servicing Shift Date, in which case such instruments
shall be completed and, if applicable, recorded in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing
Agreement, and the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies of any such instruments of
assignment so completed and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage
Loan prior to the related Servicing Shift Date, in which case such assignments shall be completed and, if applicable, recorded
in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date, in which
case assignments shall be completed and, if applicable, recordations shall be effected in accordance with this Agreement upon
such occurrence; and (B) on or promptly following the related Servicing Shift Date and upon the transfer of servicing of the related
Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement,
the Custodian shall deliver the originals of all documents constituting the related Mortgage File and any other related Loan Documents
(if not a part of the related Mortgage File) in its possession (other than the documents described in clause (1) of the definition
of “Mortgage File”) to the related Outside Trustee or the Outside Custodian; provided that, prior to the delivery
of any such original documents to the related Outside Trustee or Outside Custodian, the Custodian shall make and retain photocopies
of any and all documents so delivered to the related Outside Trustee or the Outside Custodian; and provided, further, that, to
the extent any instruments of assignment that are part of the Mortgage File have been recorded or filed pursuant to this Agreement
prior to the related Servicing Shift Date, the Trustee shall execute and deliver assignments to the Outside Trustee.


 


The
Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan
Purchase Agreement as to each Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan) and each Trust Subordinate Companion
Loan, that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (2), (3) and
(6) (if recorded) and (15) of the definition of “Mortgage File” solely because of a delay caused by the public recording
or filing office where such document or instrument has been delivered for recordation or filing, as applicable, a copy of the
original certified by the applicable Mortgage Loan Seller or the title agent to be a true and complete copy of the original thereof
submitted for recording, shall be forwarded to the Custodian. Each assignment referred to in the prior paragraph that is recorded
and the file copy of each UCC-3 assignment referred to in the previous paragraph shall reflect that it should be returned
by the public recording or filing office to the Custodian or its agent following recording (or, alternatively, to the applicable
Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall deliver or cause the delivery of
the recorded/filed original to the Custodian


 






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promptly following receipt); provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan
Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded original. On a monthly basis,
at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the
aforementioned assignments following the Custodian’s receipt thereof.


 


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant
to the Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect
or cause such defect to be cured, as the case may be, and to record or file, or with respect to any assignments that a third party
on the Mortgage Loan Seller’s behalf has agreed to record or file as described above, to deliver to such third party the
substitute or corrected document.


 


(d)           In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to
any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Mortgage
Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer within
five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise required
to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage Loans,
the Trust Subordinate Companion Loans and any other related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing
administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered
to the Rating Agencies in connection with the rating of the Certificates), the Trust Subordinate Companion Loans or any other
related Serviced Companion Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans, the Trust
Subordinate Companion Loans or any other related Serviced Companion Loans or holders of interests therein, and (C) are in possession
or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession
or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans, the Trust Subordinate Companion Loans
and any other related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are
allocable to each Mortgage Loan, Trust Subordinate Companion Loan or any other related Serviced Companion Loan; provided
that the applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage
Loan Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications
or evaluations. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the
benefit of the Certificateholders (and, insofar as they also relate to a Serviced Companion Loan held outside the Trust, on behalf
of and for the benefit of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing
provisions of this Section 2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In addition, each Mortgage Loan
Seller is required, pursuant to the related Mortgage Loan Purchase


 






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Agreement, to provide to the Master Servicer the initial data
with respect to its Mortgage Loans and, in the case of each of CREFI and GACC, its Trust Subordinate Companion Loan for the CREFC®
Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to
this Agreement.


 


(e)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully
executed original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)           With
respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of the
related Serviced Companion Loan Holder(s).


 


(g)           The
parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes the
obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or
Outside Servicing Agreement.


 


(h)           It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)            The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days after
the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each
of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon completion
of such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage
Loan Seller is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided for
in Section 12.04 of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Controlling Class Representative, the Asset Representations Reviewer and the Operating Advisor)
an officer’s certificate signed by such Mortgage Loan Seller certifying that the electronic copies of the documents uploaded
to the Designated Site constitute all documents required under the definition of “Diligence File” and such Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor (the
“Diligence File Certification”).The Depositor shall have no responsibility for determining whether any Diligence
Files delivered to it are complete and shall have no liability to the Trust or the Certificateholders for the failure of any Mortgage
Loan Seller to deliver a Diligence File (or a complete Diligence File) to the Depositor.


 


(j)          Within
one (1) Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL File and
the Initial Schedule AL Additional File in XML Format and Excel format at the following email address: NoticeAdmin@midlandls.com.


 






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(k)           The
parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the execution
of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage Loan Seller
is required to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G to such Mortgage
Loan Purchase Agreement) that permits the Special Servicer to take such other action as is necessary to effect the delivery, assignment
and/or recordation of any documents and/or instruments relating to any related Mortgage Loan or, if applicable, Trust Subordinate
Companion Loan which have not been delivered, assigned or recorded at the time required for enforcement actions by the Special
Servicer on behalf of the Trust Fund.


 


Section
2.02 Acceptance by the Trustee, the Custodian and the Certificate Administrator.


 


(a)           The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans, the Trust Subordinate Companion Loans and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without
notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other
documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the
Trustee holds and will hold the Mortgage Loans, the Trust Subordinate Companion Loans and such other assets, together with any
other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and, if applicable, the Serviced Companion Loan Holders pursuant to Section 2.01(f)
of this Agreement. With respect to each Serviced Loan Combination, the Custodian shall also hold the portion of such Mortgage
File that relates to any Serviced Companion Loan in such Loan Combination that is held outside the Trust in trust for the use
and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Certificate Administrator, as
the initial Custodian, hereby certifies to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter
and each Initial Purchaser that, as to each Mortgage Loan and Trust Subordinate Companion Loan, (i) all documents specified in
clause (1) of the definition of “Mortgage File” are in its possession, and (ii) the original Note (or, if accompanied
by a lost note affidavit, the copy of such Note) received by it with respect to such Mortgage Loan or Trust Subordinate Companion
Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate
to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable.


 


(b)           On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the
Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which
all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted
for the last affected Trust Loan), the Custodian shall review the documents delivered to it with respect to each Trust Loan, and
the Custodian


 






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shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement and the terms of
the respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to this Agreement)
to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser (and upon
request, in the case of a Serviced Loan Combination that is held outside the Trust, to the related Serviced Companion Loan Holder)
that, as to each Mortgage Loan and Trust Subordinate Companion Loan then subject to this Agreement (except as specifically identified
in any exception report annexed to such certification, which exception report shall also be available in electronic format (including
Excel-compatible format) upon request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect
to an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified of any related modification), (7),
(15) and (20) (for each Mortgage Loan that is part of a Loan Combination and each Trust Subordinate Companion Loan) of the definition
of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of this
Agreement has been completed (based solely on receipt by the Custodian (whether that is the Certificate Administrator or any other
Custodian appointed by it) of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect
to such Mortgage Loan or Trust Subordinate Companion Loan have been reviewed by the Custodian and (A) appear regular on their
face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan or Trust Subordinate Companion Loan;
and (iv) based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and
only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller),
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the
definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect
to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such
document is not in the Custodian’s possession because it has not been returned from the applicable recording office, then
the Custodian’s certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original.
In addition, as it relates to the Outside Serviced Mortgage Loans, with respect to the items listed in clauses (1), (2), (3),
(4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”, the Custodian’s certification prepared
pursuant to this Section 2.02(b) should indicate the absence of such document: (i) in the case of the item listed in clause
(1) of the definition of “Mortgage File”, unless the Custodian is in possession of the original of such document;
and (ii) in the case of the items listed in clauses (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage
File”, unless the Custodian is in possession of a copy of such document. If the Custodian’s obligation to deliver
the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date, the Certificate
Administrator shall deliver (or cause any other Custodian appointed by it to deliver) a comparable certification to any party
hereto, the Serviced Companion Loan Holder and any Underwriter and any Initial Purchaser on request.


 


(c)           It
is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers


 






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relating to the Trust Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore,
none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any
responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket
assignment is permitted in any applicable jurisdiction.


 


(d)           The
parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5),
(6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan that
is part of a Loan Combination and each Trust Subordinate Companion Loan) of the definition of “Mortgage File” have
been received, appear regular on their face and such additional information as will be necessary for delivering the certifications
required by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall
it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or
indirectly be reflected in any offering document. Any review of the Mortgage Files by the Custodian and any certification with
respect thereto is not intended to, and shall not be deemed by the parties to this Agreement to, constitute “due diligence
services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2,
respectively, under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof
is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO
or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.02(d) shall
relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in
accordance with the terms of this Agreement.


 


(e)           If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Trust Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master
Servicer (if it constitutes part of the Servicing File).


 


Section
2.03 Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and
Breaches of Representations and Warranties.


 


(a)           If
(i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any document
constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular
on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach of any representation
or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement
with respect to any Trust Loan (a “Breach”)


 






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or (ii) the Special Servicer or the Depositor receives a Repurchase
Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class
Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related
Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been
delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects,
or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely
affect, the value of the related Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property
(or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or Trust Subordinate
Companion Loan or the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate
Companion Loan to fail to be a Qualified Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute
a “Material Document Defect” or such Breach shall constitute a “Material Breach”, as the
case may be. The Enforcing Servicer shall determine, with respect to any affected Mortgage Loan (including any successor REO Mortgage
Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto),
whether a Document Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has
been determined to be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable
Mortgage Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable
Mortgage Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of,
and (y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the case of
a Material Defect relating to a Trust Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such
Material Defect), cure the same in all material respects (which cure shall include payment of losses and any Additional Trust
Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable
pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such
Material Defect cannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase the
affected Trust Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage
Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) solely
in the case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided
that in no event shall any such substitution occur on or after the second anniversary of the Closing Date and in no event
shall any substitution be effected with respect to a Trust Subordinate Companion Loan) and pay the Master Servicer for deposit
into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement; provided, however, that CREFI may not repurchase The Centre
Trust Subordinate Companion Loan without repurchasing the


 






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related Mortgage Loan (so long as there is a Material Defect with respect
to each such loan) and GACC may not repurchase the Woodlands Mall Trust Subordinate Companion Loan without repurchasing the related
Mortgage Loan (so long as there is a Material Defect with respect to each such loan); provided, further, that if
(i) such Material Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect is not related
to any Mortgage Loan or Trust Subordinate Companion Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Material Defect within such 90 day period, then such Mortgage
Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such
repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving
such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Master
Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Defect is not capable
of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such additional
90 day period); and provided, further, that, if any such Material Defect is still not cured after the initial 90
day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the recorded
document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations
in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special
Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect solely because
of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such
defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond
the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate Companion Loan is to
be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the
Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the
Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such
repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments
due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-Off
Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase
or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan
(if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage
Loan or Trust Subordinate Companion 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 be
remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution promptly following
receipt. From and after the date of substitution, each Qualified


 






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Substitute Mortgage Loan, if any, that has been substituted shall
be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective
Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was itself a Qualified Substitute
Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value
Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be
repurchased.


 


Notwithstanding
the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations
with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and
the Enforcing Servicer (in the case of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and
for so long as no Control Termination Event has occurred and is continuing and other than with respect to a Mortgage Loan as to
which it is a Borrower Party and, in the case a Trust Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific
Controlling Class Representative if and for so long as it is the applicable Directing Holder), are able to agree upon a cash payment
payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Defect
(a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss
of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as a result
of a Trust Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing Servicer is
the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan Seller as
to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the Special
Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust Loan and reasonably
requested by the Special Servicer. Any agreement by the Special Servicer with a Mortgage Loan Seller as to any Loss of Value Payment
with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative (so long as
no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan). The Loss
of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of
Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable to any
Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the related Mortgage Loan Seller shall be deemed
to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes
the sole remedy available to the Certificateholders or the Trust regarding any such Material Defect in respect of which such Loss
of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected
Mortgage Loan or Trust Subordinate Companion Loan or otherwise cure such Material Defect. This paragraph is intended to apply
only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, provided
that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing
Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within the time frames
set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any
right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion Loan).


 






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If
(x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y)
such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does
not constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the
“Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as
the case may be) shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above
provisions, and the related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance
with the provisions above unless, in the case of such Breach or Document Defect, as applicable:


 


(A)          the
related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special
Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage
Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected
Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result
in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code);
and


 


(B)          each
of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected
Loans and not the Other Crossed Loans:


 


(1)          the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt
service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement;


 


(2)          the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A)
the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized
Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the


 






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Cross-Collateralized Group (including
the Affected Loan(s)) at the time of repurchase or replacement and (C) 75%; and


 


(3)          either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not
impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized
Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies
with the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability
to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result
of the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The
determination of the Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and
binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan
Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause
to be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining
whether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage
Loan Seller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, so long as a Consultation
Termination Event has not occurred and is not continuing, by the Controlling Class Representative (such approval not to be unreasonably
withheld in each case).


 


With
respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described
in the second preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related
Mortgage Loan Seller and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage
Loan Purchase Agreement) to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted
to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trust Fund. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear
from exercising such remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified
in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of
the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form
a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related Loan Documents,
or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the related
Mortgage Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall


 






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be binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


To
the extent necessary and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited
power of attorney provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the
modification of the Loan Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of
impairment of the ability of the Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral
securing the Mortgage Loan(s) held by such party resulting from the exercise of remedies by the other such party; provided
that the Trustee shall not be liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer,
as applicable, or any of its agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the
Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph
and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute and be reimbursable
as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.
Neither the Master Servicer nor the Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification
of the Loan Documents described above cannot be effected for any reason beyond the control of the Master Servicer or the Special
Servicer or should not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with
the Servicing Standard.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing
a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged
Property(ies) may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such
Mortgaged Property(ies) is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the related Loan Documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such
release would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust
REMIC or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.


 


If
the Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase
Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request
(a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal
to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the Master Servicer
or the Special Servicer receives a Repurchase Communication that any Mortgage Loan or Trust Subordinate Companion Loan that was
subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such Repurchase
Request has been rejected (a “Repurchase Request Rejection”), then the Master Servicer or the Special Servicer,
as applicable, shall (in accordance with the following paragraph)


 






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give written notice of such Repurchase or Repurchase Request
Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity that has repurchased
or replaced the subject Mortgage Loan or Trust Subordinate Companion Loan or rejected such Repurchase Request), and the Certificate
Administrator (in each case unless the proposed recipient is the party that notified the Master Servicer or the Special Servicer,
as applicable, thereof).


 


Each
notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given
by a party pursuant to this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later
than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan or
Trust Subordinate Companion Loan and the Person making the Repurchase Request, (ii) the date that the Repurchase Communication
regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable,
(iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of Rule 15Ga-1
Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer
currently plans to pursue such Repurchase Request.


 


If
the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a
Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement
in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase
Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a) of
the Pooling and Servicing Agreement relating to the Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12, requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal]
[Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions
of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with
the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No
Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1
Notice Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the Depositor
and their respective Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of


 






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Regulation AB and any other requirement
of law or regulation and (ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information
provided pursuant to this Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect
to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule
15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement,
which the Master Servicer shall provide to each Sub-Servicer.


 


(b)       
   Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan
Seller to deliver the documents referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage
File” in accordance with this Agreement and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan or
Trust Subordinate Companion Loan shall be deemed a Material Document Defect; provided, however, that no
Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document
Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent
enforcement of the lender’s rights or remedies under the related Mortgage Loan or Trust Subordinate Companion Loan,
defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan or Trust Subordinate
Companion Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or
Trust Subordinate Companion Loan or for any immediate significant servicing obligation.


 


Notwithstanding
any provision of this Agreement, if a Mortgage Loan or Trust Subordinate Companion Loan is not secured by a Mortgaged Property
that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living
facility, self-storage facility, theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of
the UCC financing statements with respect to such Mortgage Loan or Trust Subordinate Companion Loan shall not be a Material Defect.


 


(c)           In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or Trust Subordinate
Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed
by the applicable repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File and other
documents (including, without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage
Loan or Trust Subordinate Companion Loan possessed by it, and each document that constitutes a part of the Mortgage File shall
be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same
manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate
forms of assignment, substantially similar to the manner and forms


 






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pursuant to which such documents were previously assigned to
the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan or Trust Subordinate
Companion Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee,
the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from the Master Servicer of a Request
for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied.
The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name,
on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section
2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with
respect to an Outside Serviced Mortgage Loan) in connection with the repurchase of, or substitution for, an REO Trust Loan and
the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided,
however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer
or any of its agents or subcontractors. The parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement
provides that in the event a Qualified Substitute Mortgage Loan is substituted for a Defective Mortgage Loan by the related Mortgage
Loan Seller as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to deliver to the Custodian
the related Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute
Mortgage Loan possessed by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of
the requirements of the definition of “Qualified Substitute Mortgage Loan” in this Agreement.


 


The
parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is
to be repurchased or replaced as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to
amend the Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal
of any deleted Mortgage Loan and, if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver
or cause the delivery of such amended Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement)
to the parties to this Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such
Qualified Substitute Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(d)           The
related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on behalf
of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan or Trust Subordinate Companion
Loan.


 


(e)           [RESERVED]


 


(f) (i) In
the event a Certificateholder or Certificate Owner delivers a written request to a party to this Agreement that a Mortgage Loan
or Trust Subordinate Companion Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan or Trust Subordinate


 






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Companion Loan and setting forth the basis for such allegation
(a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase
Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly forward that Certificateholder Repurchase Request
to the applicable Mortgage Loan Seller and each other party to this Agreement.


 


(ii)           In
the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan or Trust Subordinate Companion
Loan should be repurchased or replaced due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage
Loan or Trust Subordinate Companion Loan, then such party shall deliver prompt written notice of such Material Defect to the Enforcing
Servicer identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation
(a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary in the first sentence of this
clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated to, make a determination that a Mortgage
Loan or Trust Subordinate Companion Loan should be repurchased or replaced due to a Material Defect. The Enforcing Servicer shall
promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.
Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03, the Enforcing
Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect
to each Repurchase Request. The Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage
Loan Purchase Agreements (including, without limitation, obligations resulting from a Material Defect) pursuant to the terms of
this Agreement and the Mortgage Loan Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement
and this Agreement, such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried
out in such form, to such extent and at such time as the Enforcing Servicer would require were it, in its individual capacity,
the owner of the affected Mortgage Loan or Trust Subordinate Companion Loan, and in accordance with the Servicing Standard. Any
costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of a Mortgage Loan Seller under the
applicable Mortgage Loan Purchase Agreement shall be deemed to be Property Advances, to the extent not recovered from the Mortgage
Loan Seller or the applicable Requesting Certificateholder and/or Consultation Requesting Certificateholder.


 


(iii)          In
the event the Repurchase Request with respect to a Mortgage Loan is not Resolved within 180 days after the Mortgage Loan Seller
receives the Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(g)
below shall apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase
Request is sent to the related Mortgage Loan Seller in a commercially reasonable manner. The fact that a Repurchase Request has
been Resolved pursuant to clause (vi) of the definition of “Resolved” shall not preclude the Enforcing Servicer from
exercising any of its


 






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rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the
related Mortgage Loan Purchase Agreement or as provided by law. The provisions of subsections (g), (h) and (i) of this Section
2.03 apply solely to Repurchase Requests with respect to a Mortgage Loan (but not with respect to a Trust Subordinate Companion
Loan), and any Certificateholder or Certificate Owner rights under such subsections may only be exercised by a Certificateholder
or a Certificate Owner of a Pooled Certificate.


 


(g) (i) After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice
(a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address
specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall
make such notice available to all other Certificateholders and Certificate Owners of Pooled Certificates by posting such notice
on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect
to the Repurchase Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request
does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request but a Requesting Certificateholder does not agree with
the course of action selected by the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder
wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, if any,
then a Requesting Certificateholder may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution
Election Notice”) within 30 days from the date the Proposed Course of Action Notice was posted on the Certificate Administrator’s
Website (the 30th day following the date of posting, the “Dispute Resolution Cut-off Date”) indicating
its intent to exercise its right to refer the matter to either mediation (including non-binding arbitration) or arbitration.
In addition, any Certificateholder or Certificate Owner of a Pooled Certificate may deliver, prior to the Dispute Resolution Cut-off
Date, a written notice (a “Consultation Election Notice”) requesting the right to participate in any Dispute
Resolution Consultation (as defined in clause (iii) below) that is conducted by the Enforcing Servicer following the Enforcing
Servicer’s receipt of a Preliminary Dispute Resolution Election Notice as provided in clause (iii) below.


 


(ii)           If
no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder or Certificate Owner of a Pooled Certificate shall have the right to refer the Repurchase Request
to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of
action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to
any consent or consultation rights of the Controlling Class Representative if and for so long as it is the applicable Directing
Holder or applicable Consulting Party.


 






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(iii)          Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting
Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including non-binding arbitration) or arbitration as the dispute resolution method with
respect to the Repurchase Request, and with any Consultation Requesting Certificateholder (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder and such Consultation Requesting Certificateholder may consider the views of the Enforcing
Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems to be in accordance with the Servicing Standard relating
to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution
Consultation, a Requesting Certificateholder or a Consultation Requesting Certificateholder may provide a final notice to the
Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


 


(iv)          If,
following the Dispute Resolution Consultation, no Requesting Certificateholder or Consultation Requesting Certificateholder timely
delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then no Certificateholder or Certificate Owner
of a Pooled Certificate shall have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing
Servicer shall be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the applicable
Directing Holder.


 


(v)           If
a Requesting Certificateholder or Consultation Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then such Requesting Certificateholder or Consultation Requesting Certificateholder shall become
the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration) or arbitration. If
more than one Requesting Certificateholder or Consultation Requesting Certificateholder timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders and/or Consultation Requesting Certificateholders shall collectively
become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders
and/or Consultation Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration
(including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however, no Requesting
Certificateholder or Consultation Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this
Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then
(i) the rights of any


 






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Requesting Certificateholder or Consultation Requesting Certificateholder to act as the Enforcing Party
shall terminate and no Certificateholder or Certificate Owner of a Pooled Certificate shall have any further right to elect to
refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer
will take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for
all purposes under this Agreement and the related Mortgage Loan Purchase Agreement, provided, however, that such Material
Defect will not be deemed waived with respect to the Enforcing Servicer to the extent there is a material change from the facts
and circumstances known to it at the time when the Proposed Course of Action Notice was delivered by the Enforcing Servicer, and
(iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action including, but not
limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)          Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall not apply, and the Enforcing
Servicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the
Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing
Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to
avoid the running of any applicable statute of limitations.


 


(vii)         In
the event a Requesting Certificateholder or Consultation Requesting Certificateholder becomes the Enforcing Party, the Enforcing
Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller as further
described herein.


 


(viii)        For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be a Requesting Certificateholder or Consultation Requesting Certificateholder.


 


(ix)          The
Requesting Certificateholders or Consultation Requesting Certificateholders are entitled to elect either mediation or arbitration
with respect to a Repurchase Request in their sole discretion; provided, however, no Requesting Certificateholder or Consultation
Requesting Certificateholder shall be entitled to then utilize the alternative method in the event that the initial method is
unsuccessful, and no other Certificateholder or Certificate Owner of a Pooled Certificate shall be entitled to elect either arbitration
or mediation in the event a mediation or arbitration is undertaken with respect to such Repurchase Request.


 


(h)           If
the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


 






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(i)            The mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage
Loan Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider,
the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)           The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)        
Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)           The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the
Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated
to the Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(vi)         
Out-of-pocket costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed
to be paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party
(in the case of arbitration), shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant
to Section 3.06(a) of this Agreement.


 


(i)          
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)            The arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage
Loan Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party


 






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arbitration
(such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures (the
“Arbitration Rules”) promulgated by the Arbitration Services Provider.


 


(ii)           The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two
peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration
Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the
parties to the extent possible.


 


(iii)        
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with
the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the
arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator
determines good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)         
The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may


 






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not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        
By selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)     
  No person may bring a putative or certified class action to arbitration.


 


(j)          
The following provisions will apply to both mediation and third-party arbitration:


 


(i)            Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)           If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have
subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of
New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the
course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure


 






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under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)         
In the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the agreement
with the arbitrator or mediator, as the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing
Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary
of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively
prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with the Controlling
Class Representative (provided that no Consultation Termination Event has occurred and is continuing and an Excluded Mortgage
Loan is not involved), and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party shall be paid
to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator
or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder or Consultation Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in
mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder or Consultation Requesting Certificateholder.


 


(v)           In the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the Requesting
Certificateholder or Consultation Requesting Certificateholder is required to pay any expenses allocated to the Enforcing Party
in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


 


(vi)         
The Trust (or the Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (1) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the
extent provided in Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a)
to provide any Rule 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted
to include in such Rule 15Ga-1 Notice the information required pursuant to Section 2.03(a) and


 






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(3) the
applicable Mortgage Loan Seller shall be permitted to disclose information related to the Repurchase Request to the extent necessary
to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)       
 For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder or Consultation
Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or to participate in such mediation or arbitration
affect in any manner the ability of the Special Servicer to perform its obligations with respect to a Specially Serviced Loan (including
without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off
or deed-in-lieu, or bankruptcy or other litigation) or the exercise of any rights of the Controlling Class Representative
if and for so long as it is the applicable Directing Holder.


 


(viii)       
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a)
of this Agreement.


 


Section 2.04      Representations and Warranties of the Depositor.


 


(a)         
The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans and Trust Subordinate Companion Loans in accordance with this Agreement; the Depositor
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)          
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights


 






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generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of
indemnification hereunder, by considerations of public policy;


 


(iii)         
Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions
hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or
result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to
the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions
of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation
or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which
has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or
this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions
contemplated by this Agreement;


 


(iv)         
There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge,
threatened against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which
could be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate Companion
Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement;


 


(v)          
The Depositor is not transferring the Mortgage Loans or the Trust Subordinate Companion Loans to the Trustee with any intent
to hinder, delay or defraud its present or future creditors;


 


(vi)         
No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)        
Immediately prior to the transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee for the
benefit of the Certificateholders pursuant to this Agreement, the Depositor had such right, title and interest in and to each Mortgage
Loan and Trust Subordinate Companion Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement;


 


(viii)    
  The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and Trust Subordinate
Companion Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements)
to any Person other than the Trustee; and


 






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(ix)         
The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate
Companion Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements)
to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests
and other encumbrances created by or through the Depositor.


 


(b)        
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects
the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.05      Representations, Warranties and Covenants of the Master Servicer.


 


(a)         
The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit
of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, each Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)            The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default
(or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which
does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


(iii)         
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
as contemplated by this


 






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Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer
to perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)         
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
that would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


(vii)        
Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of
Mortgage Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions
coverage in compliance with the requirements of Section 3.08(c) of this Agreement;


 


(viii)      
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental
agency or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except
for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations
that previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which
are not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be
obtained) in connection with the Master Servicer’s subsequent performance of this Agreement; and


 






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(ix)         
To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser or the Centre
Retaining Third Party Purchaser.


 


(b)        
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects
the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.06     Representations, Warranties and Covenants of the Special Servicers.


 


(a)         
With respect to itself only, each Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for
its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor,
the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing
Date, that:


 


(i)            The Special Servicer is (A) in the case of Midland Loan Services, a Division of PNC Bank, National Association, a national
banking association, duly organized, validly existing and in good standing under the laws of the United States of America, (B)
in the case of Pacific Life Insurance Company, a corporation duly organized, valid existing and in good standing under laws of
Nebraska and (C) in the case of Trimont Real Estate Advisors, LLC, a limited liability company, duly organized, validly existing
and in good standing under the laws of Georgia. The Special Servicer is in compliance with the laws of each jurisdiction in which
a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the
terms of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents
or by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable
to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 






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(iii)         
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy
considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with
respect to violations of securities laws;


 


(v)           The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance
and compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court
or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability
of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer
that would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)        
Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the
Special Servicer pursuant to Section 3.22of this Agreement, would have, responsibilities concerning the servicing and
administration of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with
the coverage required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors
and omissions coverage in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)      
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental
agency or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except
for those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations
that previously have been completed and except for consents,


 






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approvals, authorizations, orders, filings or registrations which
are not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be
obtained) in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)    
    The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any
Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and warranties set forth
in this Section which materially and adversely affects the interests of any party to this Agreement, the
Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the
Trustee in any Trust Loan or Trust Subordinate Companion Loan, as applicable, the party discovering such breach shall give
prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the
Controlling Class Representative.


 


Section 2.07     
Representations and Warranties of the Trustee.


 


(a)          The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders,
and to the Depositor, the Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Certificate Administrator, as of the Closing Date, that:


 


(i)            The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits,
franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee
or any of its assets;


 


(iii)         
Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement,
the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 






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(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 


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


 


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


 


(viii)    
  To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser or the Centre Third
Party Purchaser.


 


(b)        
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects
the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






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Section 2.08     
Representations and Warranties of the Certificate Administrator.


 


(a)          The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of
the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, each Special Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under
the laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


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


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 






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Administrator or might have consequences that would materially affect the ability
of the Certificate Administrator to perform its duties hereunder or thereunder;


 


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


 


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


 


(viii)     
  To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser or
the Centre Retaining Third Party Purchaser.


 


(b)          The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects
the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Certificate Administrator in any Trust Loan or Serviced Loan Combination, the
party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.09      
Representations, Warranties and Covenants of the Operating Advisor.


 


(a)          The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, each Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not violate the Operating Advisor’s organizational


 






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documents or constitute
a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each
case, which does or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


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


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding
the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor
to perform its obligations under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor
that would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(vii)        
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with
the requirements of Section 3.08 hereof;


 


(viii)       
The Operating Advisor is an Eligible Operating Advisor;


 


(ix)         
The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this
Agreement over the life of the Trust Fund; and


 






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(x)           
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental
agency or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except
for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date,
and which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects
the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.10      
Representations, Warranties and Covenants of the Asset Representations Reviewer.


 


(a)          The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, each 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 jurisdiction
in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(iii)         
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has


 






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duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)           The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to affect materially and adversely
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer that would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)       
 The Asset Representations Reviewer has errors and omissions insurance coverage that is in full force and effect, which complies
with the requirements of Section 3.08 hereof;


 


(viii)       
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


(ix)        
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental
agency or body is required for the consummation by the Asset Representations Reviewer of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to
the Closing Date, and which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations
Reviewer to perform its obligations hereunder.


 






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(b)          The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this
Agreement. Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or
the Certificate Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder)
of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects
the interests of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of
the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.11      
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests
and Centre Regular Interests.


 


The Trustee (i) acknowledges
the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loans and the delivery of the related Mortgage Files
to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject
to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described
in clause (i), declares that it holds the Mortgage Loans and the Trust Subordinate Companion Loans (exclusive of Excess Interest)
for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and the holder(s)
of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described in clause (i), declares that
it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates. Concurrently with such delivery
described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests,
the Centre Regular Interests, the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest and the Centre Residual
Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets
of the Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC, as applicable, (ii) the Depositor hereby conveys
all right, title and interest in and to the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre
Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged,
(iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class R Certificates
(in respect of the Upper-Tier Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular
Interest) and the Holders of the Non-Vertically Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance
described in the immediately preceding clause (ii), (A) the Class VRR Upper-Tier Regular Interest (together with
the other classes of REMIC regular interests in the Upper-Tier REMIC) and the Upper-Tier Residual Interest shall be issued,
and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor,
(1) the Non-Vertically Retained Pooled Regular Certificates, and (2) the Class R Certificates (representing
the Lower-Tier Residual Interest, the Woodlands Mall Residual Interest, the Centre Residual Interest and the Upper-Tier
Residual Interest), registered in the names set forth in such order and duly authenticated by the Certificate Administrator. The
Depositor hereby conveys all right, title and interest in and to any VRR Specific Grantor Trust Assets, any Class S Specific
Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee,


 






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receipt of which is hereby acknowledged.
The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the order of the Depositor,
the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence.


 


Section 2.12      
Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)           The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB,
Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF-RR, Class LG-RR, Class LJ-RR
and Class LVRR Lower-Tier Regular Interests are hereby designated as “regular interests” in the Lower-Tier
REMIC within the meaning of Code Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R
Certificates) is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the
meaning of Code Section 860G(a)(2). The Class LWM-A, Class LWM-B, Class LWM-C and Class LWMRR
Woodlands Mall Regular Interests are hereby designated as “regular interests” in the Woodlands Mall REMIC within the
meaning of Code Section 860G(a)(1), and the Woodlands Mall Residual Interest (evidenced by the Class R Certificates)
is hereby designated as the sole class of “residual interests” in the Woodlands Mall REMIC within the meaning of Code
Section 860G(a)(2). The Class LTC-A, Class LTC-B, Class LTC-C, Class LTC-D, Class LTC-E
and Class LTCRR Centre Regular Interests are hereby designated as “regular interests” in the Centre REMIC within
the meaning of Code Section 860G(a)(1), and the Centre Residual Interest (evidenced by the Class R Certificates) is hereby
designated as the sole class of “residual interests” in the Centre REMIC within the meaning of Code Section 860G(a)(2).


 


(b)           The Non-Vertically Retained Pooled Regular Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular
Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of
“residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)            The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible
maturity date” for purposes of Code Section 860G(a)(1) of (i) the Woodlands Mall Regular Interests and the Woodlands
Mall Loan-Specific Certificates is the Rated Final Distribution Date for the rated Woodlands Mall Loan-Specific Certificates; (ii)
the Centre Regular Interests and the Centre Loan-Specific Certificates is the Rated Final Distribution Date for the rated Centre
Loan-Specific Certificates; and (iii) the Lower-Tier Regular Interests and the Pooled Regular Certificates is the Rated Final
Distribution Date for the rated Pooled Certificates.


 


(d)           None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other
than as specifically contemplated herein.


 


(e)            The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting
of the Class S Specific Grantor Trust Assets,


 






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distributions thereon and proceeds thereof, which portion will be treated as
part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The VRR Interest shall
represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust Assets,
distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within the meaning
of subpart E, part I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS


 


Section 3.01      
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loans;
Sub-Servicing Agreements; Outside Serviced Mortgage Loans.


 


(a)            The Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially
Serviced Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor,
shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together
with the related Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion
Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced
Loan Combination, for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole
as if such Certificateholders and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced AB
Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms
and conditions of the related Co-Lender Agreement) in accordance with: (i) any and all applicable laws; (ii) the
express terms of this Agreement, the respective Serviced Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced
Loan Combinations, the related Co-Lender Agreement; and (iii) the Servicing Standard. To the extent consistent with the
foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine
loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery
of principal and interest on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans.
Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone
or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01
and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing
and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the
Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced Loan Combination,
the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the


 






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subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions of
the related Co-Lender Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion
Loan, (A) other than with respect to the Outside Serviced Mortgage Loans, to prepare, execute and deliver, on behalf of the Certificateholders,
the Serviced Companion Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject
to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents
or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of any Mortgage Loan or
Serviced Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments, with respect to the Mortgage Loan (and any related Serviced Companion Loan)
or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Mortgage Loans, to direct, manage,
prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer
in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Serviced
Companion Loan except under the circumstances described in Sections 3.03, 3.07, 3.09, 3.10 and 3.24
of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Outside
Serviced Mortgage Loans), the Serviced Companion Loans and each related REO Property in accordance with applicable law and the
terms thereof and hereof and the terms of any applicable Co-Lender Agreements and intercreditor agreements and shall provide
to the Mortgagors any reports required to be provided to them thereby.


 


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver (i) to
the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such
other form as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney in
the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special
Servicer, and (iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably acceptable to the Trustee
prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable
the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything
contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer shall, without the
Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by
any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in
the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then
provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such
shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made
in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain
the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative
capacity; or (ii) take any action


 






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with the intent to cause, and that actually causes, the Trustee to be registered to do business
in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and
all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of
attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.


 


(b)          
Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment
received on a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date
immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents,
the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased
pursuant to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the
receipt of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior
to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold
such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply
such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided that
any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or, upon an event
of default under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)           
The Master Servicer may enter into Sub-Servicing Agreements with third parties (including a party that has previously
been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any such agreement
shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing
Standard, (iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related
Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan Purchase Agreement
from the Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related
Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days
after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication
of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer
shall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on
the Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by
the related Sub-Servicer (other than an assignment to the Master Servicer) shall be subject to the prior written consent of
the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification
of such Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be
unreasonably withheld, conditioned or delayed) if the Master Servicer determines that, as a result of such


 






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amendment or modification,
the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation
AB and services 20% or more of the pool assets; (viii) any such Sub-Servicing Agreement shall provide that it may be assumed
by the Trustee or its designee, if the Trustee or its designee has assumed the duties of the Master Servicer, or by any successor
Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations
of the Master Servicer pursuant to Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that
the Trustee (for the benefit of the Certificateholders and the related Companion Loan Holder (if applicable) and the Trust (as
holder of the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests) shall be
a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes
the obligations of such party thereunder as contemplated herein) none of the Trust, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any successor
master servicer or special servicer or any Certificateholder (or the related Companion Loan Holder, if applicable) shall have any
duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (ix) any such Sub-Servicing Agreement
shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the Sub-Servicer fails (A) to
deliver by the due date (which may take into account any grace period permitted pursuant to this Agreement) any Exchange Act reporting
items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article X
or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article X or under the Exchange Act reporting requirements of any other pooling and
servicing agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with the requirements
set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted under any Sub-Servicing
Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing
remedies under the related Loan Documents, without the consent of the Master Servicer; and (x) no Sub-Servicer retained
by the Master Servicer shall be the Third Party Purchaser, the Centre Retaining Third Party Purchaser, the Operating Advisor, the
Asset Representations Reviewer or any of their respective Risk Retention Affiliates. Any such Sub-Servicing Agreement may permit
the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with
such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall
be responsible for paying the servicing fees of any Sub-Servicer retained by it. The Master Servicer shall, upon request, provide
a copy of each Sub-Servicing Agreement (and any assignment thereof) entered into by it to the Depositor. A Sub-Servicer
may be an affiliate of the Depositor, the Master


 






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Servicer or the Special Servicer. The Special Servicer shall not appoint sub-servicers
with respect to any of its servicing obligations and duties under this Agreement.


 


Any Sub-Servicing
Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a
Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto
and shall have no claims, rights, obligations, duties or liabilities (including, without limitation, any obligation to pay any
termination fee to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement) with respect to the
Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as
to require the Trust Fund to indemnify any such Sub-Servicer.


 


As part of its servicing
activities hereunder, the Master Servicer for the benefit of the Trustee, the Certificateholders and, if applicable, the Serviced
Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders, the Serviced Companion Loan Holders or the
Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing
Agreement (except that, to the extent provided in Article X hereof, the Master Servicer shall be required only to use
commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of Article X
hereof). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard and the terms of this Agreement. The Master
Servicer shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the related Sub-Servicing
Agreement.


 


(d)           
If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to
carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor,
as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered
into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor
Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any
liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have
replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement
had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby
be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the
Trustee or the successor Master Servicer, as applicable.


 


In the event that the
Trustee or any successor Master Servicer assumes the servicing obligations of the Master Servicer, upon request of the Trustee
or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered
to the Trustee or such successor Master Servicer, as applicable, all documents and records relating to any


 






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Sub-Servicing Agreement
and the Trust Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise
use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the
successor Master Servicer, as applicable.


 


(e)            The parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related
Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan
and any related Trust Subordinate Companion Loan, and of the related Serviced Companion Loan Holder(s) under the related Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Loan Combination,
and the making of remittances, to the Trust, as holder of the related Mortgage Loan and any related Trust Subordinate Companion
Loan, and to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses and losses relating
to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan and any related Trust Subordinate Companion
Loan, and to the related Serviced Companion Loan Holder(s); (iii) any consultation, consent and Special Servicer appointment rights
of a related Serviced Companion Loan Holder or its Companion Loan Holder Representative, including those specified in this Agreement;
(iv) any right of a related Companion Loan Holder to attend (in-person or telephonically) annual meetings with the Master
Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Serviced Loan Combination;
(v) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination; and (vi)
any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any
other related Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the Master Servicer
(if such Serviced Loan Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan Combination has
become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide
to the related Serviced Companion Loan Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master servicer
or special servicer for the related Other Securitization Trust, on its behalf, all notices, reports, statements and communications
to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties
and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the
holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly
included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced Loan Combination
are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in
full. In the event of any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced Pari Passu Loan
Combination, the terms of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan Combination.


 


With respect to any Serviced
Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Date), subject
to the rights of


 






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the Controlling Class Representative under this Agreement and any applicable consultation rights of the Operating
Advisor (to the extent set forth in Section 3.29(f)), the Master Servicer (if such Serviced Outside Controlled Mortgage
Loan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer Decision) or the Special
Servicer (if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced Outside Controlled
Mortgage Loan is a Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision) shall be entitled
to exercise the rights and powers granted under the related Co-Lender Agreement to the “Non-Controlling Note Holder”
(as such term or any analogous term is defined in the related Co-Lender Agreement).


 


(f)            Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to
make any P&I Advance on any Companion Loan other than a Trust Subordinate Companion Loan and (b) if the Mortgage Loan and any
related Trust Subordinate Companion Loan (or the related REO Property) that is part of a Serviced Loan Combination is no longer
part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any
Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not intend
to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the related
Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related
Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder
of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally,
at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master Servicer shall
deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced Companion
Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) copies
of all financial statements collected from the related Mortgagor for the most recent calendar year and the prior calendar year,
(iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and
insurance bills for the current calendar year and the prior calendar year.


 


(g)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced
Mortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights
of the related Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing
Agreement. The parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside
Serviced Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect
to the allocation of collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender
Agreement. The Master Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the
enforcement of the rights by the Trustee (as holder of the


 






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Outside Serviced Mortgage Loans) under each related Co-Lender Agreement
and each applicable Outside Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney
granted by the Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside
Serviced Companion Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to,
delivering appropriate requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage
Files to the related Outside Servicer or related Outside Special Servicer under the applicable Outside Servicing Agreement.


 


To the extent that the
Trust, as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled to (i) consent
to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any consultation
rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous term is defined
in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO Property
or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous
term is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent notified by
the appropriate party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or
consultation rights) shall actually exercise such consent, approval or consultation rights, and the respective parties to this
Agreement shall take such actions as are reasonably necessary to allow the following party or parties to exercise such consent,
approval or consultation rights: (a) the Controlling Class Representative (unless a Control Termination Event exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Master Servicer (if a Control Termination Event exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consent or approval rights, in each
case in accordance with Section 3.01(i); and (b) the Controlling Class Representative (unless a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Master Servicer (if a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consultation
rights entitled to be exercised by the holder of such Outside Serviced Mortgage Loan in accordance with Section 3.01(i);
provided, that after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such
consultation rights shall be exercised by the Master Servicer or the Controlling Class Representative, as applicable, jointly
with the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions).
The Special Servicer shall only be obligated to forward any requests received from the Outside Servicer or the Outside Special
Servicer, as applicable, for such consent and/or consultation to the Master Servicer (who shall forward any such request to the
Controlling Class Representative except if a Control Termination Event or Consultation Termination Event, as applicable, has
occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan and, following the occurrence
and during the continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor), and the Special Servicer
shall have no right or obligation to exercise any such consent or consultation rights.


 


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is
continuing and the


 






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related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the Special Servicer (if a Control
Termination Event has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for
the benefit of the Certificateholders, will have the right (exercisable in its sole discretion), to the extent provided in the
related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person or telephonically)
annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon reasonable notice and at times
reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose of discussing
servicing issues related to such Outside Serviced Loan Combination.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation
or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable
Outside Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion
Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information
to the Trustee or any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan
related to an Outside Serviced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside
Servicer or the related Outside Special Servicer, as applicable.


 


(h)          
The parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the
respective Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the
related Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loans are to be serviced and administered by
the related Outside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in
the event that the applicable Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside
Servicing Agreement and the related Outside Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the
related Co-Lender Agreement, the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable
provisions of the applicable Outside Servicing Agreement as if such agreement was still in full force and effect with respect to
the related Outside Serviced Loan Combination, until such time as a new servicing agreement has been agreed to by the parties to
the related Co-Lender Agreement in accordance with the provisions of such agreement and confirmation has been obtained from
the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then
current ratings of any Class of Certificates then outstanding and any other requirements applicable to the related Outside
Serviced Mortgage Loan.


 


(i)            The parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related
Co-Lender Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights
and obligations of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including
with respect to the allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the
related Outside Serviced Companion Loan(s) and the making of payments to the related


 






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Outside Serviced Loan Combination Noteholders
in accordance with the related Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further
acknowledge that, pursuant to the related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside
Serviced Companion Loan(s) are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in
accordance with the applicable Outside Servicing Agreement, and that payments allocated to each Outside Serviced Mortgage Loan
and the related Outside Serviced Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender
Agreement are to be made by related Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered
hereunder, the Master Servicer and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain
duties as set forth herein and shall constitute the “Master Servicer” and “Special Servicer” hereunder
with respect to each such Outside Serviced Mortgage Loan.


 


If there are at any time
amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement
or the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party
to the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special
Servicer, Trustee, Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or
amendment of, or other loan-level action related to, such Outside Serviced Mortgage Loan (except a modification, waiver or
amendment of the applicable Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the
operation of this sentence but shall instead be subject to the operation of the provisions below in this paragraph), the party
hereto that receives such request shall (but in the case of the Special Servicer subject to the limitation that it shall only be
required to deliver any such request to the Master Servicer) promptly deliver a copy of such request to the Controlling Class Representative
(if no Control Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation
rights) exists and such Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) or to the Master Servicer (if a Control
Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights) exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), as applicable, and, following the occurrence and during the
continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor, and (a) any such consent rights shall
be exercised by the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) or by the Master Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage
Loan is an Excluded Mortgage Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the
Master Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan);
provided, that after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such
consultation rights shall be exercised by the Master Servicer or the Controlling Class Representative, as applicable, jointly
with the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions);
and provided, further, that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would
not be permitted without Rating Agency Confirmation, then the Controlling Class Representative or the Master Servicer, as
applicable, shall not exercise any such right of


 






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consent without first having obtained (or having caused the related Outside Servicer
or Outside Special Servicer to obtain) or received such Rating Agency Confirmation (payable at the expense of the party making
such request for consent or approval if such requesting party is a Certificateholder or a party to this Agreement, and otherwise
from the Collection Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives actual notice
of a termination event under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator or Custodian,
as applicable, shall notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with the instructions
of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance with the applicable
Outside Servicing Agreement with respect to such termination event (provided that the Master Servicer shall only be required to
comply with such instructions if such instructions are in accordance with the applicable Outside Servicing Agreement and not inconsistent
with this Agreement); provided that, if such instructions are not provided within a reasonable time period (not to exceed
ten (10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing Agreement) or if a Control
Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing Agreement to follow such
instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Outside Servicing
Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights
(such direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period
of time that does not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the
foregoing, during the continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer
under the applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of all judicial, administrative
and other proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred
by the Master Servicer, Special Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement shall
be paid by the Master Servicer out of the Collection Account. If the Trustee receives a request (and, if the Master Servicer, Special
Servicer or the Certificate Administrator receives such request, such party shall promptly forward such request to the Trustee)
from any party to the applicable Outside Servicing Agreement for consent to or approval of a modification, waiver or amendment
of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing agreement
that is the successor to and/or in replacement of the applicable Outside Servicing Agreement in effect as of the Closing Date or
a change in servicer under the applicable Outside Servicing Agreement, then the Trustee is hereby directed to, and the Trustee
shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency Confirmation from each Rating
Agency (payable at the expense of the party making such request for consent or approval to the Trustee, if a Certificateholder
or a party to this Agreement, and otherwise from the Collection Account) with respect to such consent or approval, and (b) unless
a Control Termination Event has occurred and is continuing or the related Outside Serviced Mortgage Loan is an Excluded Mortgage
Loan, the Trustee shall have obtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer (each, a “Notifying Party”) shall each promptly forward all material
notices or


 






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other communications delivered to it in connection with the applicable Outside Servicing Agreement to each other Notifying
Party (unless a Notifying Party has actual knowledge that such other Notifying Party (i) was copied on such original notice or
communication or (ii) actually received such notice or communication), the Operating Advisor, the Controlling Class Representative
(if a Consultation Termination Event does not exist) and the Depositor and, if such notice or communication is in the nature of
a notice or communication that would be required to be delivered to the Rule 17g-5 Information Provider (for posting to
the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13) if the related Outside
Serviced Mortgage Loan were a Mortgage Loan that is serviced and administered under this Agreement, to the Rule 17g-5
Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance
with Section 12.13); provided that, notwithstanding the foregoing, the Special Servicer shall have no obligation
to forward any such notice or communication under this provision unless (A) the Special Servicer is the only addressee of such
notice or communication or (B) there is no addressee on such notice or communication. Any obligation of the Master Servicer or
Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the Certificateholders with respect to any Outside Serviced Mortgage Loan shall be dependent on its
receipt of the corresponding information and collections from the related Outside Servicer or the related Outside Special Servicer.
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably cooperate with
the Master Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative, in each case as
and when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights set forth in this
Section 3.01 with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall have no right or obligation to exercise any consent or consultation
rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 


(j)           With respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)            pursuant to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable,
is obligated to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund
Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to
such Outside Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and
the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective
principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable
Servicing Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but
only to the extent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation,
any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term
or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and
in the event that the funds


 






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received with respect to the related Outside Serviced Loan Combination are insufficient to cover “Servicing
Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration of the related Outside
Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer, who
shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share (such pro
rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined
based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s))
of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement),
and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside Securitization
Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse
the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or
“Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing
Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;


 


(ii)           With respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization
Trust established under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect
of other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement)
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related
Outside Trustee, the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee or
agent of any of the foregoing, to the extent such parties are


 






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identified as “Indemnified Parties” in the related Outside
Servicing Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii) the related Outside Securitization
Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified
Parties”) shall be indemnified against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of such
Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred
in connection with the provision of services for such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement
(collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in the “Serviced Loan Combination
Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole Loan Custodial Account”
or “Loan Combination Custodial Account” (as each such term or any analogous term is defined in the applicable Outside
Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement that are allocated to the Outside
Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to be reimbursed
by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share of the
insufficiency;


 


(iii)         
To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender
Agreement for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement
and any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in
no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as
the case may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)         
each Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each
Outside Operating Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)          
To the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a
Note register for the related Mortgage Loan in accordance with such Loan Documents.


 






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(l)            In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l),
“Applicable Laws”), the Master Servicer may be required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto
agrees to provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation
as may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that
the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection
therewith.


 


Section 3.02      
Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement,
any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting
as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the
Certificateholders and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than
the Outside Serviced Mortgage Loans) and the Serviced Companion Loan(s) in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements
or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent
and under the same terms and conditions as if the Master Servicer alone was servicing and administering the Mortgage Loans (other
than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer shall be entitled to enter into
an agreement with any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification
shall be deemed to limit or modify this Agreement.


 


Section 3.03      
Collection of Certain Mortgage Loan Payments.


 


(a)           The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments
called for under the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing
Standard with respect to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the
related Mortgagor is in compliance with each provision of the related Loan Documents, the Master Servicer and the Special Servicer
shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest,
other than requests for collection, until the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance
of such ARD Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take
action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan
Documents. For clarification, no


 






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obligation of the Master Servicer or the Special Servicer to use reasonable efforts to collect
fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or
other proceeds in accordance with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not
such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer,
with respect to the Performing Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use
its reasonable efforts to collect income statements, rent rolls and other reporting information from Mortgagors (as required under
the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or
Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in
connection with any delinquent Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan)
or Serviced Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the collection
of payments on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted
or required under Section 3.21 of this Agreement. Furthermore, with respect to any Mortgage Loan (other than an Outside
Serviced Mortgage Loan), if the related Mortgage Loan documents provide for the annual or quarterly testing of financial conditions
of the related Mortgagor and/or Mortgaged Properties (e.g., debt yield tests, debt service coverage ratio tests and/or loan-to-value
ratio tests) in connection with cash-management triggers or the commencement of additional required escrow payments, the Master
Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable
(only to the extent the related information required for such testing is to be delivered to the Master Servicer and/or the Special
Servicer, as applicable, pursuant to the related Mortgage Loan documents and is actually delivered to the Master Servicer and/or
the Special Servicer, as applicable), shall use reasonable efforts to conduct such financial testing within the timeframes contemplated
by such Loan Documents, if any. Furthermore, in accordance with this Section 3.03(a), with respect to any Mortgage
Loan (other than an Outside Serviced Mortgage Loan), the Master Servicer (with respect to Performing Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, shall use reasonable efforts to collect financial statements
from the related Mortgagor for the periods set forth in the related Loan Documents (e.g., and as applicable, for the entire fiscal
year where annual reporting is required).


 


(b)           
If the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which
Excess Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor
that the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master
Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of
a clearly labeled item in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess
Interest. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this
Agreement.


 






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(c)           With respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside
Trustee, the related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and
the related Outside Operating Advisor promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan,
promptly upon the related Servicing Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2,
Exhibit FF-3, Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7,
Exhibit FF-8, Exhibit FF-9 or Exhibit FF-10 attached hereto, as applicable, stating
that, as of the Closing Date (or the related Servicing Shift Date, as applicable), the Trustee is the holder of such Outside Serviced
Mortgage Loan and directing each such recipient to remit to the Master Servicer all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and
other information that are to be forwarded, delivered or otherwise made available to, the holder of such Outside Serviced Mortgage
Loan under the related Co-Lender Agreement and the applicable Outside Servicing Agreement (which notice shall also provide
contact information for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and each party designated
to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement), accompanied
by a copy of an executed version of this Agreement, and (B) notice of any subsequent change in the identity of the Master
Servicer or any party designated to exercise the rights of the “Non-Controlling Note Holder” under the related
Co-Lender Agreement (together with the relevant contact information). The Master Servicer shall, within one (1) Business Day
of receipt of properly identified funds, deposit into the Collection Account all amounts received with respect to each Outside
Serviced Mortgage Loan, the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related REO Property; provided,
however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the
Master Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business
Day of receipt of such amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within
two (2) Business Days of receipt of such amounts.


 


(d)           With respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer
any Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance
with the terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer
shall provide notice of such failure to the related Outside Servicer and the related Outside Trustee.


 


Section 3.04      
Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)           With respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that
are or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From
time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills
for the


 






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payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such
Mortgaged Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments
as allowed under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes
aware in accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage
Loan) has failed to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to
pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall
as a Property Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be
a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with
the Servicing Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the
Special Servicer will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be
a Property Advance with respect to a Serviced Trust Loan notwithstanding that the Master Servicer or the Special Servicer has determined
that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment (x) would prevent
(i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause
a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Trust Loan, or (y) would
remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is
in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as a collective whole as if the
Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))). If the Special Servicer
makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such payment from the Collection
Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties
shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the related Trust
Loans, notwithstanding that the terms of such Trust Loans so permit.


 


(b)          The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced
Loan Combination constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish
and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments
shall be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit
into each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b)
of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair
of any Mortgaged Property pursuant to the related Loan Documents. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Loan Documents require or permit it to be held in an account that is not an Eligible Account) in accordance with the
terms of the


 






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related Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall
be entitled, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12, the Serviced Companion Loan Holders, and Various Mortgagors.”
Withdrawals from an Escrow Account may be made by the Master Servicer only:


 


(i)            to effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the
terms of the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)           to transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master
Servicer, the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate)
relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination,
as applicable, which represent late collections of Escrow Payments thereunder;


 


(iii)         
for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan
or Serviced Loan Combination, as applicable, and the Servicing Standard;


 


(iv)         
to clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)           to pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in
the Escrow Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan
or Serviced Loan Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released
to the related Mortgagors pursuant to the related Loan Documents; and


 


(vi)         
to remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          In the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash
reserves to prepay the related Trust Loan prior to the Maturity Date and in the absence of an event of default or acceleration
of the Trust Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit
such discretion.


 


(d)          Unless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout
escrows or reserves established with respect to any Trust Loan as a prepayment of such Trust Loan if no event of default has occurred
under such Trust Loan.


 






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(e)          To the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the
terms of a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken
or completed pursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard
(which determination may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require
a physical inspection other than inspections described in Section 3.18 of this Agreement; provided that all
deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been made;
then the Master Servicer shall report the then current status as a failure) whether the related Mortgagor has failed to perform
such obligations under the related Mortgage Loan or Serviced Loan Combination as of the date required under the related Mortgage
Loan or Serviced Loan Combination and report any such failure to the Special Servicer, the Serviced Companion Loan Holders and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative within a
reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.


 


Section 3.05      
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution
Account.


 


(a)          The Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of
the Trustee, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests, the
Woodlands Mall Regular Interests and the Centre Regular Interests. The Collection Account shall be established and maintained as
an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest) will be assets of the Lower-Tier
REMIC. As and when required under this Agreement, the Master Servicer shall transfer to the Collection Account any amounts to be
transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i) of this Agreement,
and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein pursuant to Section 3.07(b)
of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in the Collection
Account. In addition, the Master Servicer shall deposit or cause to be deposited in the Collection Account, within one (1) Business
Day following receipt of properly identified funds, (x) all Net Liquidation Proceeds received on or with respect to a Trust
Loan related to a Serviced Loan Combination in connection with any of the events described in clauses (iii) and (iv) of the
definition of “Liquidation Event” in this Agreement, and (y) without duplication, the following payments and collections
received or made by it on or with respect to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination):


 


(i)            all payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)           all payments on account of interest on such Mortgage Loans (including Excess Interest);


 






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(iii)         
all Yield Maintenance Charges on such Mortgage Loans;


 


(iv)         
all amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for
deposit in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)           all Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)          any amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection
Expenses, (B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in
accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided
herein;


 


(vii)       
 any Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


 


(viii)     
  any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master
Servicer or Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;
provided, however, that to the extent any amounts referred to in clauses (x) or (y) above of this
Section 3.05(a) are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt
thereof but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business
Days of receipt thereof.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts
that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the
Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees,
defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master
Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the
Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer
has received the excess percentage of such fees), as applicable) the percentage of such fees to which


 






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such other party is entitled
pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges or
Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute
servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer
shall not deposit such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv)
of this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
The Master Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account
number of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent
change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph with respect
to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but
in no event later than one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer
for deposit into the Collection Account in accordance with the second preceding paragraph, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or
other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Mortgage Loan (other
than a Mortgage Loan related to a Serviced Loan Combination) shall initially be deposited by the Special Servicer into the related
REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer)
and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in accordance with Section 3.16
of this Agreement.


 


(b)           
The Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier
REMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders.
The Certificate Administrator shall establish and maintain the Woodlands Mall REMIC Distribution Account in the name of the Certificate
Administrator on behalf of the Trustee, for the benefit of the Holders of the Woodlands Mall Loan-Specific Certificates. The
Certificate Administrator shall establish and maintain the Centre REMIC Distribution Account in the name of the Certificate Administrator
on behalf of the Trustee, for the benefit of the Holders of the Centre Loan-Specific Certificates. Each of the foregoing accounts
shall be non-interest bearing and shall be established and maintained as Eligible Accounts or as sub-accounts of a single
Eligible Account. With respect to each Distribution Date, on or before such Distribution Date, the Certificate Administrator shall
be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution Account, the Woodlands Mall REMIC Distribution
Account and the Centre REMIC Distribution Account as set forth in Section 4.01 of this Agreement, shall be deemed to
make the deposits into the Lower-Tier REMIC Distribution Account, the


 






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Upper-Tier REMIC Distribution Account, the Woodlands
Mall REMIC Distribution Account and the Centre REMIC Distribution Account as set forth in Section 4.01 hereof, and
shall cause the Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of the
applicable Certificates, pursuant to Section 4.01 hereof on such date.


 


(c)            The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation
Proceeds has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator
on behalf of the Trustee for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest
bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other series
administered by the Certificate Administrator and other accounts of the Certificate Administrator.


 


Upon the disposition
of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess
Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for
deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on
each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses and
other shortfalls in payments on the Regular Certificates, as determined by the Special Servicer, and all amounts held in the Excess
Liquidation Proceeds Reserve Account on the final Distribution Date, in each case after application in accordance with the first
two sentences of Section 4.01(e) of this Agreement, shall be distributed to the Holders of the Class R Certificates
in respect of the Lower-Tier Residual Interest.


 


(d)          
[RESERVED]


 


(e)            Prior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess
Interest is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b)
of this Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name
of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates.
The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible
Account (or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw
from the Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit
in the Excess Interest Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


 


The Certificate Administrator
shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make
the distributions of Excess Interest required by Section 4.01(k) of this Agreement.


 






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Following the distribution
of Excess Interest to the Holders of the Excess Interest Certificates on the first Distribution Date after which there are no longer
any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution Account.


 


(f)           
Notwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Woodlands Mall REMIC Distribution Account, the Centre REMIC Distribution Account, the Excess Interest
Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts
of a single Eligible Account; provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals
under this Agreement.


 


(g)          
If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case
may be, pursuant to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and
maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee
for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the
Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall,
upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund
shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not
an asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid
out of the Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders
(or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation)
as damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related Mortgage
Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for all
federal income tax purposes, and shall be taxable on all income earned thereon.


 


(h)          
For the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account,
and the related portion of the Interest Reserve Account (including interest, if any, earned on the investment of funds in such
accounts) will be owned by the Lower-Tier REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust,
the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Upper-Tier REMIC, the Woodlands Mall REMIC Distribution Account and the related portion of the Interest Reserve
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Woodlands Mall REMIC
and the Centre REMIC Distribution Account and the related portion of the Interest Reserve Account (including interest, if any,
earned on the investment of funds in such accounts) will be owned by the Centre REMIC, each for federal income tax purposes.


 






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Section 3.05A Loan
Combination Custodial Account.


 


(a)         
The Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate
accounts, which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan
Combination Custodial Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited
and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related
Serviced Companion Loan Holder(s), as their interests may appear; provided that a Loan Combination Custodial Account may
be a sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate
account for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible
Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination
Custodial Account, within one Business Day following receipt of properly identified funds (or, in the case of payments by the Master
Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or
made by it on or with respect to the related Serviced Loan Combination:


 


(i)            all payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal
component of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)           all payments on account of interest on the related Serviced Loan Combination;


 


(iii)         
all Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)         
any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses
realized on Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)           all amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to
such Loan Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the
related REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)         
all Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced
Loan Combination (other than any Net Liquidation Proceeds received on or in respect of the related Trust Loan in connection with
any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this
Agreement);


 


(vii)       
 any amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property
Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents,


 






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in each case to the extent
not permitted to be retained by the Master Servicer as provided herein; and


 


(viii)     
  any other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account
by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided, however, that to
the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the related Loan Combination Custodial Account within one (1) Business
Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the related Loan Combination Custodial
Account within two (2) Business Days of receipt thereof.


 


(b)        
The foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees,
Assumption Fees, assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account
by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer
or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees, review fees and/or other amounts that constitute other Additional Servicing Compensation or
other Additional Special Servicing Compensation received with respect to the Serviced Loan Combinations in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees,
Consent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled
pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the
Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess
percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable)
the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c),
as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer
or the Special Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial
Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial
Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator, the related Serviced Companion Loan Holders and the Special Servicer of


 






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the location and account number of each
Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder and
the Special Servicer in writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained as
a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage
backed securities of other series and the other accounts of the Master Servicer.


 


(c)         
Upon receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with
respect to a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after
receipt, remit such amounts to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section 3.05A(a),
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive
endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that
relates to a Serviced Loan Combination shall initially be deposited by the Special Servicer into the related REO Account (or, at
the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter
remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17
of this Agreement.


 


Section 3.06      
Permitted Withdrawals From the Collection Account.


 


(a)         
The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below
not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees
in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)            to remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account in respect of the Mortgage Loans (or the applicable Trust Subordinate Companion Loan REMIC Distribution
Account in respect of a Trust Subordinate Companion Loan), the Interest Reserve Account, the Excess Interest Distribution Account
and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections
3.05(c), 3.05(e), 3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;


 


(ii)           to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby
with respect to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts)
and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or
reimbursement of any such Advances and any related Advance Interest


 






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Amounts), the Master Servicer’s right to reimburse any
such Person pursuant to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced
Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan
or REO Property respecting which such Advance was made, if applicable (provided that (x) prior to the time any Advance
is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related
Mortgage Loan, and (y) at the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest
Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage
Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit
in the Collection Account), (B) for Advances made thereby with respect to Mortgage Loans or Trust Subordinate Companion Loans
that are part of a Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have
priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master
Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds
on or in respect of the particular Mortgage Loan, Trust Subordinate Companion Loan or REO Property respecting which such Advance
was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv)
and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14
of this Agreement, for Advances with respect to Mortgage Loans and any related Advance Interest Amounts (or portion thereof) that
have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced
Loan Combination or REO Property after a Final Recovery Determination to the extent not recovered from the related Loan Combination
Custodial Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the
Mortgage Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient
and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to
Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for
Workout-Delayed Reimbursement Amounts with respect to Mortgage Loans and Advance Interest Amounts thereon, first, out
of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed
pursuant to clause (C) above, and second, upon a determination by the Master Servicer, the Special Servicer or the
Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable
Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO Property that relates to a Serviced
Loan Combination, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed
pursuant to Section 3.06A(a)(ii)


 






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of this Agreement and, if not reimbursed pursuant thereto, shall be paid from the
Collection Account as provided in this clause (ii)(D));


 


(iii)         
to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess
Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect
to Mortgage Loans and Trust Subordinate Companion Loans (to the extent not otherwise required to be applied against Prepayment
Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, and Special Servicing Compensation (if any)
in respect of the immediately preceding Interest Accrual Period or Collection Period, as applicable, to be paid, in the case of
the Servicing Fee, from interest received on the related Mortgage Loan or Trust Subordinate Companion Loan, and to pay from time
to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement any interest or investment income
earned on funds deposited in the Collection Account and, in the case of the Special Servicing Fee, from general collections; provided,
however, that in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced Loan Combination or a Trust Subordinate
Companion Loan or related REO Companion Loan, (A) Servicing Fees may be paid out of the Collection Account pursuant to this
clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan, REO Mortgage
Loan, Trust Subordinate Companion Loan or REO Companion Loan, as applicable, which Net Liquidation Proceeds were received in connection
with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event” and
(B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii)
of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if and to the extent that
such Special Servicing Compensation has not been paid out of the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii)
of this Agreement and, in the case of a Trust Subordinate Companion Loan or any related REO Companion Loan, only out of related
Net Liquidation Proceeds received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition
of “Liquidation Event”;


 


(iv)         
in accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer,
out of general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage
Loans) for any unreimbursed expense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase
or substitution obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance
of its duties under Section 2.03 of this Agreement in connection with such Material Defect or out of the enforcement
of the repurchase or substitution obligation or any other obligation of the applicable Mortgage Loan Seller under


 






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Section 6
of the applicable Mortgage Loan Purchase Agreement in connection with such Material Defect, together with interest thereon at the
Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to the extent
that such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant to this clause (iv)
with respect to any Mortgage Loan or Trust Subordinate Companion Loan being subject to the following: (a) if the Purchase
Price is paid for such Mortgage Loan or Trust Subordinate Companion Loan, then such Person’s right to reimbursement shall
be limited to that portion of the Purchase Price that represents such expense in accordance with clause (f) of the definition
of Purchase Price, or (b) if no Purchase Price is paid or if an amount less than the Purchase Price is paid and proceedings are
instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable Mortgage Loan
Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled to reimbursement from the Trust following
the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement of the Material Defect claim, or payment
of such Loss of Value Payment, as the case may be;


 


(v)          
to pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the
Trust Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04 and 3.10(e)
of this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this
Agreement (provided that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed
pursuant thereto, shall be paid from the Collection Account as provided in this clause (v));


 


(vi)         
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay
the Master Servicer, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses
(other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related
Mortgage Loan has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing
Compensation, unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor
Consulting Fee is actually received from the related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid
Asset Representations Reviewer Asset Review Fee (to the extent such fee is payable by the Trust), unpaid CREFC®
Intellectual Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to Section 2.03(h)(vi),
Section 2.03(j)(viii), the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03,
Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d), Section 11.02(a),
Section 11.02(b) or Section 12.07 of this Agreement, or any other provision of this


 






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Agreement pursuant
to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable
under such Section , it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such
Section , including the provisions of such Section that set forth the extent to which one of the foregoing Persons is
or is not entitled to payment or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced
Loan Combination and each Trust Subordinate Companion Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v)
of this Agreement to the extent related to such Serviced Loan Combination and, if not reimbursed pursuant thereto, shall be paid
from the Collection Account as provided in this clause (vi), and provided, further, that fees and compensation
to any party with respect to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from the Collection
Account pursuant to this clause (vi)) (except in the case of a Trust Subordinate Companion Loan or successor REO Companion
Loan, but only out of related Net Liquidation Proceeds received in connection with any of the events described in clause (iii),
(iv) and (vii) of the definition of “Liquidation Event”);


 


(vii)        
to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any
amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes
imposed on any Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)       
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account
as are contemplated by Section 3.14 of this Agreement;


 


(ix)          
to make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred
to the Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 


(x)          
to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)         
to clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination
that represents the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property
Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)),
the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall use efforts consistent with the Servicing Standard to collect such


 






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amounts out of collections on such Serviced Companion
Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder)
and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount
No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Outside Servicing
Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the
absence of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding
sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i)-(ix) of the third preceding paragraph.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection
Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the
Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which the Special Servicer
(or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and
maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan
basis.


 


With respect to each
Outside Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii),
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid
to the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
on the first Business Day following the immediately preceding Determination Date, describing the item and amount to which the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as


 






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applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein.


 


The Trustee, the Custodian,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®,
the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income),
Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees,
Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the
related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to the
extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees and (for each of such
Persons other than CREFC®) their respective expenses hereunder (including without limitation Additional Trust Fund
Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in the Collection
Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors for any invoices submitted
to the Trustee, the Master Servicer or the Special Servicer, as applicable).


 


(b)          
The Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the
Excess Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and
all amounts received by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and
required to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such
other date as any amount referred to in the preceding sentence is required to be delivered hereunder, the Master Servicer
shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required
to be deposited therein pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i)
of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate
Administrator has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy
number 866-706-3565 (or such alternative number provided by the Master Servicer to the Certificate Administrator in writing) and
by electronic mail at NoticeAdmin@midlandls.com (or such alternative electronic mail address provided by the Master Servicer
to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New York City time,
on such day; provided, however, that the Master Servicer will pay the Certificate Administrator interest on such
late payment at the Prime Rate until such late payment is received by the Certificate Administrator.


 


(c)           
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, any Trust
Subordinate Companion Loan or any related REO Property, then upon direction from the Master Servicer (provided that, with
respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer
with five Business Days’ prior notice of such final Distribution Date), the Special Servicer shall transfer such Loss of
Value Payments (up to


 






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the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into
the Collection Account (or, in the case of clause (v) below, to the applicable Mortgage Loan Sellers), for the following purposes:


 


(i)            to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or Trust Subordinate Companion
Loan, as applicable, or any related REO Property (together with any related Advance Interest Amounts);


 


(ii)           (A) to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense relating to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property
that constitutes or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense, and (B)
to pay, in accordance with Section 3.06(a) of this Agreement, any unpaid Liquidation Fee due and owing to the Special
Servicer in connection with the receipt of such Loss of Value Payments;


 


(iii)         
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, or related REO Property (as calculated without regard to the application of such Loss of Value Payments), incurred
with respect to such Mortgage Loan (or any related successor REO Mortgage Loan with respect thereto) or Trust Subordinate Companion
Loan (or any related successor REO Companion Loan with respect thereto);


 


(iv)         
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, or any related REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items
contemplated by the immediately preceding clauses (i)-(iii) above as to such Mortgage Loan or Trust Subordinate Companion
Loan, as applicable, to cover the items contemplated by the immediately preceding clauses (i), (ii)(A) and (iii)
in respect of the remaining Mortgage Pool; and


 


(v)           on the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property for which
the contribution was made, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage
Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property for which the contribution was made.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) - (iii) of the prior paragraph shall be treated as Liquidation
Proceeds received by the


 






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Trust in respect of the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto)
or Trust Subordinate Companion Loan (or any related successor REO Companion Loan with respect thereto) for which such Loss of Value
Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage
Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i),
(ii)(A) and (iii) of the prior paragraph.


 


Section 3.06A. Permitted
Withdrawals From the Loan Combination Custodial Account.


 


(a)          The Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination
only as described below (the order set forth below not constituting an order of priority for such withdrawals), subject to the
application of Penalty Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14
of this Agreement:


 


(i)            (A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance
Date, in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account
for any REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before
the Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar
month), to transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust
pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan),
including any applicable Trust Reimbursement Amount, and (B) on or prior to the related Serviced Loan Combination Remittance Date
in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any
REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the
Distribution Date in any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in the
Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement
Amount;


 


(ii)           to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to
such Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect
to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right
to reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related
Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance


 






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Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan
Combination or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement
Amount (but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest
Amounts shall be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges)
or Yield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related
Serviced Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I
Advance with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) or the related Trust Subordinate Companion
Loan (or a successor REO Companion Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed
or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion
Loan Holder(s) with respect to the related Serviced Companion Loan(s) (or any successor REO Companion Loan(s)), except that in
the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of Advances or any related Advance
Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent
set forth in, and in accordance with, the related Co-Lender Agreement, and except that neither a P&I Advance on a Trust
Subordinate Companion Loan (or any successor REO Companion Loan) nor any related Advance Interest Amount shall be reimbursed or
paid, as the case may be, out of, or otherwise result in a reduction of, collections on or allocable to the related Mortgage Loan
or a successor REO Mortgage Loan with respect thereto unless such P&I Advance and/or Advance Interest Amount constitutes a
Nonrecoverable P&I Advance;


 


(iii)         
to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess
Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Loan Combination (to the extent
not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual
Period, to be paid from interest received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from
time to time to the Master Servicer in accordance with Section 3.07(b) any interest or investment income earned on
funds deposited in such Loan Combination Custodial Account and (B) to the Special Servicer as compensation, any Special Servicing
Compensation payable with respect to such Serviced Loan Combination; provided, however, that no Servicing Fees or Special Servicing
Compensation earned with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced
Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments
shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in,
and


 






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in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation earned with
respect to the related Serviced Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise result
in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO Mortgage
Loan) (it being acknowledged and agreed that this proviso is in no way intended to limit the rights of the Master Servicer or Special
Servicer under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation,
as applicable, with respect to any Serviced Companion Loan not held by the Trust from the related Serviced Companion Loan Holder);


 


(iv)         
to pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related
REO Property pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)          
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Special Servicer or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items
incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a),
Section 3.08(b), Section 3.10, the second sentence of Section 3.12(a), the third sentence of Section 3.12(c),
Section 3.16(a), Section 3.29, Section 6.03, Section 7.04, Section 8.05(a),
Section 8.05(b), Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07,
or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund,
in each case only to the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan
Combination and not related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration
of the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged
that this clause (v) shall not be deemed to modify the substance of any such Section , including the provisions of such
Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement;
provided, however, that no payment or reimbursement to the Operating Advisor, the Asset Representations Reviewer or the Certificate
Administrator or payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be
made out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with
respect to the related Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan
Combination, such payments or reimbursements shall be made taking into account the subordinate nature of the related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), no payment of fees
or other compensation to the Operating Advisor, the Trustee or the Certificate Administrator with respect to a Trust Subordinate
Companion Loan or successor REO Companion Loan shall


 






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be made out of, or otherwise result in a reduction of, collections on or otherwise
allocable to the related Mortgage Loan or a successor REO Mortgage Loan with respect thereto, and no payment or reimbursement of
costs and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result
in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan) or any related Trust Subordinate Companion Loan (or any successor REO Companion Loan);


 


(vi)         
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination
Custodial Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)        
to withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)       
if the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)          
to clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan
basis, for the purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i)
- (ix) above. If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant
to any clause of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon
with respect to a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage
Loan) to an extent that the Trust as holder of the related Mortgage Loan has borne some or all of the related Serviced Companion
Loan’s allocable share of such cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon (taking into
account the subordinate nature of any related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with,
the related Co-Lender Agreement), the Master Servicer shall use efforts consistent with the Servicing Standard to collect such
amounts disproportionately borne by the Trust out of collections on such Serviced Companion Loan (or, if and to the extent permitted
under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively,
with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount No.2” and, together with Trust
Reimbursement Amount No.1, the “Trust


 






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Reimbursement Amount”) collected from or on behalf of the related Serviced
Companion Loan Holder into the Collection Account.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt
of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the
Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts
stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from
funds on deposit in a Loan Combination Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date
in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master
Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable
to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination Remittance
Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account
for any REO Property related to the applicable






 






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Serviced Loan Combination, if such funds are received after the Determination Date and
before the Distribution Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion Loan Holder
all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related
Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of
any applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection Account to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date.


 


(b)           Notwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer
shall withdraw from the related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within
one (1) Business Day of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments
received by the Master Servicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor
REO Companion Loan with respect thereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance
with the related Co-Lender Agreement) unless such amount would otherwise be included in the monthly remittance to the related
Serviced Companion Loan Holder for such month pursuant to Section 3.06A(a); provided, however, that to
the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such amounts to the related Serviced Companion Loan Holder within one (1) Business
Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business
Days of receipt of properly identified funds.


 


Section 3.07      
Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)            The Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct
any depository institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject
to the second succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan
Combination Custodial Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this
Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or
more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than
the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this
Agreement. Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall
be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required
hereby or is payable on demand. In the case of any Escrow Account or Lock-Box Account (the “Mortgagor Accounts”),
the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the Master Servicer is
required to do so under the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related documents, provided
that in the absence of appropriate


 






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written instructions from the related Mortgagor or Manager meeting the requirements of this
Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds
in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each
case for the benefit of the Certificateholders).The Trustee (for the benefit of the Certificateholders) shall have sole control
(except with respect to investment direction, which shall be in the control of the Master Servicer (with respect to the Collection
Account, any Loan Combination Custodial Account or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts
and any Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust Fund) over each such investment and
any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its nominee (which
shall initially be the Master Servicer or the Special Servicer, as applicable), together with any document of transfer, if any,
necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the Certificateholders). Neither
the Trustee nor the Certificate Administrator shall have any responsibility or liability with respect to the investment directions
of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction
of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master Servicer,
any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the
event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) consistent with
any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts
on deposit in the Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account
and the Interest Reserve Account (each, a “Certificate Administrator Account”) shall remain uninvested.


 


(b)           
All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the
Master Servicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required
under the Mortgage Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any
REO Account and any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection
Account, a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special
Servicer, as applicable, in accordance


 






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with Section 3.06, Section 3.06A or Section 3.16(b)
of this Agreement, as applicable. The Master Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the
Special Servicer) shall deposit from its own funds into any applicable Investment Account, the amount of any loss incurred in respect
of any such Permitted Investment immediately upon realization of such loss (except with respect to losses incurred as a result
of the related Mortgagor or Manager exercising its power under the related Loan Documents to direct such investment in such Mortgagor
Account); provided, however, that the Master Servicer or Special Servicer, as applicable, may reduce the amount of
such payment to the extent it forgoes any investment income in such Investment Account otherwise payable to it. The Master Servicer
shall also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments,
except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced
Loan Combination) or applicable law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their
respective capacities as Master Servicer and Special Servicer, respectively) shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company
is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in
the definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days
prior to the insolvency.


 


(c)           Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may,
and upon the request of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event
that the Trustee does not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost
and expense.


 


Section 3.08      
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)           The Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage
Loan) and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent
available at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable)


 






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with extended
coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%)
of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan
and the related Serviced Companion Loan(s) or such greater amount as is necessary to prevent any reduction in such policy by reason
of the application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer
and provided such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months
(or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of
rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the related Serviced Companion
Loan; provided that, if the Loan Documents with respect to any CREFI Mortgage Loan permit the related Mortgagor to maintain,
with the lender’s consent, any insurance policy that (A) has coverages, deductibles and/or other related provisions other
than those specified in the related Loan Documents and/or (B) is provided by an insurer that (x) is not a Qualified Insurer and
(y) does not meet the credit ratings requirements set forth in the related Loan Documents (any such insurance policy, a “Non-Conforming
Policy”), the Master Servicer shall not consent to such Non-Conforming Policy unless the Master Servicer has received
a Rating Agency Confirmation with respect to such Non-Conforming Policy. Subject to Section 3.16 of this Agreement,
the Special Servicer in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property
(other than an REO Property related to an Outside Serviced Mortgage Loan) no less insurance coverage than was previously required
of the Mortgagor under the related Loan Documents (except to the extent that the failure to maintain such insurance coverage is
an Acceptable Insurance Default); provided that to the extent the Loan Documents require the related Mortgagor to maintain
insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”, the Master
Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing
Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents
so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified
Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer,
and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is
offering such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts required to be applied to the restoration or repair of the related Mortgaged Property
or amounts to be released to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited
into the Collection Account pursuant to Section 3.05 of this Agreement or the Loan Combination Custodial Account pursuant
to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A,
Section 3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special
Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added
to the


 






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unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It
is understood and agreed that no other additional insurance other than flood insurance or earthquake insurance subject to the conditions
set forth below is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant to the terms
of the related Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the related Mortgaged Property (other than an REO Property and other than with respect to
an Outside Serviced Mortgage Loan) is located in a federally designated special flood hazard area, the Master Servicer will use
efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required by each Serviced
Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion Loan(s) and (ii)
the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Loan Combination and as is
available for the related property under the national flood insurance program (assuming that the area in which such property is
located is participating in such program). If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant
to which earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan or Serviced Loan Combination,
the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if
the related Mortgagor does not so maintain will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances and for so long as such insurance continues to be available at commercially reasonable rates) and maintain earthquake
insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced Loan Combination or, if not specified, in-place
at origination. If an REO Property (other than an REO Property related to the Outside Serviced Mortgage Loan) (i) is located
in a federally designated special flood hazard area or (ii) is related to a Serviced Loan with respect to which earthquake
insurance would be appropriate in accordance with the Servicing Standard and such insurance is available at commercially reasonable
rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain
flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described in this Section 3.08(a).
Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in maintaining insurance policies pursuant to
this Section 3.08 shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable to the Master
Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to REO Properties) agrees
to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Serviced Companion Loan Holders, claims
under each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance
with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder.
All insurance policies required to be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or
the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified
Insurers, if available from a Qualified Insurer,


 






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and if not available from a Qualified Insurer, from an insurance provider that
is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Notwithstanding the
foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any
Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance policy
on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents and is available
at commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special Servicer shall
have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if
the originator of the Serviced Mortgage Loan or Serviced Loan Combination waived compliance with such insurance requirements (and
if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental
insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s
expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property
so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s
obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using
its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or
that the lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in
making determinations as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or
the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own
expense, on insurance consultants in making such determination and any such determinations by the Master Servicer or the Special
Servicer, as applicable, need not be made more frequently than annually but in any event shall be made at the approximate date
on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation
of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


(b)          
(i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire
and hazard losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure
the Outside Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage
Loan or, if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents


 






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to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”
that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”)
or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the
REO Properties (other than an REO Property acquired in respect of an Outside Serviced Mortgage Loan), as required under this Agreement,
as the case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a)
of this Agreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may
contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that
(i) there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions
of Section 3.08(a) of this Agreement, and (ii) there shall have been one or more losses which would have been
covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Loan
Combination Custodial Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or
Serviced Loan Combination or, in the absence of any such deductible limitation, the deductible limitation which is consistent with
the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable,
the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and
Certificateholder and any related Serviced Companion Loan Holder, claims under any such blanket policy which it maintains in a
timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment
or permit recovery thereunder.


 


(ii)          
If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property
that secures an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired
in respect of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall
be issued by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than
the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or
Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance
pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the
related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and
(ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount
not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan and/or related Serviced Companion


 






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Loan(s) related thereto, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)         
In either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property
to be covered by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such
Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any
Mortgaged Property or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any claim under an insurance policy described above
(whether by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)          The Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of
insurance coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form
as is consistent with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against
loss occasioned by fraud, theft or other intentional misconduct of the officers and employees of the Master Servicer or the Special
Servicer, as the case may be; provided, that with respect to Trimont Real Estate Advisors, LLC, if and for so long as it
is acting as the Special Servicer with respect to The Centre Loan Combination, coverage in the amount of $10,000,000 that otherwise
meets the requirements described in this paragraph will be deemed acceptable. The Master Servicer and the Special Servicer each
shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by
the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as applicable.
In addition, the Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement a policy or
policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its
obligations to service the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent with the Servicing
Standard and in such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term
unsecured debt rating or deposit account rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its
corporate parent) is not in any event less than “A-” as rated by S&P and “A-”as rated by Fitch,
the Master Servicer or the Special Servicer, as applicable, may self-insure for the fidelity bond and errors and omissions
coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it has engaged to maintain or
cause to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer,
a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors
and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors
and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


 



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(d)           Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.09      
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)           
Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision
under the Loan Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the
preparation of written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard
whether to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the
Master Servicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect
to any Performing Serviced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer
shall process and analyze any such request, including the preparation of written materials in connection with such analysis, in
accordance with the Servicing Standard, and provide its written recommendation and analysis to the Special Servicer as to whether
or not to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan (with any such recommended course of action to be subject to the Special Servicer’s consent).


 


Both the Master Servicer
and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner
consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted
by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the
related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt
of a request for a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer
(to the extent that it is processing such request pursuant to the first paragraph of this Section 3.09(a), with the
written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or, with respect
to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no event less than
5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion
Loan Holder or its Companion Loan Holder Representative) after the Special Servicer’s receipt (unless earlier objected to)
of the written recommendation and analysis of the Master Servicer for such action and any additional information reasonably available
to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request, which recommendation
and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer)
or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions
or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written


 






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consent of the Special Servicer to the extent required pursuant to this Section 3.09(a)) or the Special Servicer, as
applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision,
the Master Servicer or the Special Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator, each
other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such
determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required
to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this
Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions
or any other provisions of the related Loan Documents with respect thereto; and (2) close the related transaction, subject to the
consent of the Special Servicer obtained as described above (if the Master Servicer is processing such request), any applicable
consultation rights of the Risk Retention Consultation Parties (to the extent the Risk Retention Consultation Parties have consultation
rights pursuant to Section 6.09), any applicable consultation rights of the Operating Advisor (to the extent the Operating
Advisor has consultation rights pursuant to Section 3.29 or Section 6.09) and the consultation and/or consent
rights (if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder
(or its Companion Loan Holder Representative) as provided in this Section 3.09(a), and as otherwise provided in the
related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25
and Section 3.28; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any
such agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust
under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding
or (ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage.


 


With respect to all Serviced
Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the
Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an
action, obtain the written consent of any applicable Directing Holder, which consent shall be deemed given ten (10) Business Days
after receipt (unless earlier objected to) by such related Directing Holder of the Major Decision Reporting Package for such action,
which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder
and the Master Servicer or the Special Servicer, as applicable.


 


In addition, neither
the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with
respect to such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced
Loan Combination) (A) represents less than 2% of the aggregate principal balance of all of the Mortgage Loans in the Trust Fund,
(B) has a principal balance that is equal to or less than $35,000,000, (C) has a Loan-to-Value Ratio equal to or less than
85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case,
determined based upon the aggregate of the Stated Principal


 






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Balance of the Serviced Mortgage Loan, any related Serviced Companion
Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans
(considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3)
the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal
balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision contained in the
related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver or grant
of consent under any “due-on-encumbrance” provision if the related Serviced Mortgage Loan satisfies the conditions
set forth in clause (2) or clause (3) above of this sentence.


 


Further, neither the
Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with
respect to such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan
Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has
a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering
any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected
Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal balance less
than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision contained in the related Loan
Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver or grant of consent under
any “due-on-sale” provision if the related Serviced Mortgage Loan satisfies the conditions set forth in clause (2)
or clause (3) above of this sentence. For the purposes of this Agreement, due-on-sale provisions shall include, without
limitation, sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct
or indirect interests in any Mortgagor or its owner, in each case to the extent not permitted under the related Loan Documents,
and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor
or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, in each case to the extent
not permitted under the related Loan Documents.


 


The Master Servicer or
the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating
Advisor, each Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5
Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement) and, with respect to a Serviced Loan Combination, each related Serviced Companion Loan Holder, of any assumption
or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement,
and shall also deliver to the Certificate Administrator (or a Custodian appointed by it) an original of the recorded agreement
relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer
or the Special Servicer, as applicable.


 






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In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer
or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph
of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting
to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13 of this Agreement.


 


Further, subject to the
terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to
cause all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation,
to be paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any
rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional
Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that
any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this
Agreement.


 


(b)         
Nothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any lien or other encumbrance with respect to such Mortgaged Property.


 


(c)         
In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither
the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement
entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any
term of any Mortgage Loan or Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this
Agreement.


 


(d)         
With respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through
defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)            Subject to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24
and 6.09 with respect to Major Decisions and Special Servicer Decisions, the Master Servicer shall process all defeasances
of Serviced Mortgage Loans and Serviced Loan Combinations in accordance with the terms of the related Loan Documents, and shall
be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall
not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to which
the Special Servicer is entitled under this Agreement).


 






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(ii)          
In the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the
Trustee purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master
Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense
(to the extent consistent with the related Loan Documents), purchase or cause the purchase of such obligations in accordance with
the terms of such Mortgage Loan or Serviced Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor,
or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion
Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid
by the related Mortgagor to effect defeasance until acceptable “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have
been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines
of the Rating Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q
to this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the
“Retained Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator
has transferred to a third party or has retained the right to establish or designate the successor borrower and/or to purchase
or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights and Obligations”). In
the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained
Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days
of receipt of such notice, written notice of such defeasance request to the related Mortgage Loan Seller (or such other party specified
below) or to the related Mortgage Loan Seller’s assignee. Until such time as CREFI provides written notice to the contrary,
the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which CREFI is the related
Mortgage Loan Seller shall be delivered to richard.simpson@citi.com and ana.rosu@citi.com. Until such time as GACC
provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations
as to which GACC is the related Mortgage Loan Seller shall be delivered to German American Capital Corporation, 60 Wall Street,
New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com.


 


(iii)         
The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require,
delivery of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related
Loan Documents) to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the
defeasance deposit and the “government securities” within the meaning of Section 2(a)(16) of the


 






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Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment
thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection
with such defeasance shall be in form and substance acceptable to the Master Servicer.


 


(iv)         
The Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain,
a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from
an Independent certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
comply with the requirements of the related Loan Agreement or Mortgage.


 


(v)          
To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through
defeasance, the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the
Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master
Servicer has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this
Agreement for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by
Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a
Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)         
If the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an
accommodation Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish
at the Mortgagor’s cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the
Trustee and the Certificate Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant
to the then most recently published guidelines of the Rating Agencies).


 


(vii)        
To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay
all costs and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In
the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs
and expenses shall be Additional Trust Fund Expenses.


 


(viii)       
In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency
Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for


 






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imposing conditions
to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required
under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be
imposed as a result of the violation of applicable law or the Loan Documents).


 


(ix)         
The Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury
Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents;
provided, that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger
the status of any Trust REMIC as a REMIC or result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including
but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from
foreclosure property” as set forth in Section 860G(c) of the Code).


 


(e)          Notwithstanding any other provision of this Agreement, without any other approval or consent, the Master Servicer (for Performing
Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent
to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking,
public improvements or another purpose (and may consent to subordination of the related Serviced Loan to such easement, right of
way or similar agreement); provided that in each case, the Master Servicer or Special Servicer, as applicable, shall have
determined that such easement, right of way or similar agreement will not cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion of Counsel in
making any such determination.


 


Section 3.10      
Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)          Promptly upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall
use reasonable efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced
by, and reimbursable to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal
valuation if the related Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced
Loan Combination has an outstanding principal balance of less than $2,000,000 (provided that the Special Servicer may in its sole
discretion obtain an updated Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i)); provided,
however, that the Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal valuation
of any Mortgaged Property with respect to which there exists an Appraisal which is less than nine months old unless the Special
Servicer determines in accordance with the Servicing Standard that such previously


 






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obtained Appraisal is materially inaccurate.
With respect to any Serviced Loan for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall
obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount
with respect to a Serviced Loan Combination shall be delivered by the Special Servicer, upon request, to each related Serviced
Companion Loan Holder.


 


As of the first Determination
Date following a Serviced Trust Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained (or, if applicable,
internal valuation conducted) by the Special Servicer with respect to such Serviced Trust Loan, and all other information relevant
to a Collateral Deficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer
with information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant
to the definition thereof using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s
reasonable written request. Upon obtaining actual knowledge or receipt of notice by the Master Servicer that an Outside Serviced
Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Outside Servicer,
Outside Special Servicer and Outside Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all
other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal
and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to
receive (and does receive within a reasonable period of time) and reasonably believes is necessary to perform such calculation,
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent
appraisal obtained by the Master Servicer from the Outside Servicer, Outside Special Servicer or Outside Trustee, as the case may
be, with respect to such Outside Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
In connection with its calculation of a Collateral Deficiency Amount with respect to an Outside Serviced Mortgage Loan that has
become an AB Modified Loan, the Master Servicer shall be entitled to conclusively rely on any appraisal or other information received
from the related Outside Servicer, Outside Special Servicer or Outside Trustee. The Master Servicer shall notify the Special Servicer
and the Certificate Administrator of any Collateral Deficiency Amount calculated by the Master Servicer with respect to an Outside
Serviced Mortgage Loan that has become an AB Modified Loan. The Special Servicer and the Certificate Administrator shall be entitled
to conclusively rely on any Collateral Deficiency Amounts calculated by the Master Servicer with respect to an Outside Serviced
Mortgage Loan. Upon any other party to this Agreement obtaining knowledge or receipt of notice that an Outside Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. Neither the Trustee nor the
Certificate Administrator shall calculate or verify any Collateral Deficiency Amount. For the avoidance of doubt, the Master Servicer
shall only calculate Collateral Deficiency Amounts with respect to Outside Serviced Mortgage Loans.


 


The Certificate Balance
of each Class of applicable Principal Balance Certificates shall be notionally reduced (for various purposes provided in this
Agreement) as of any date of


 






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determination to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the
preceding Distribution Date. An amount equal to the Vertically Retained Percentage of the aggregate Appraisal Reduction Amount
allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce (to not less
than zero) the Certificate Balance of the VRR Interest. The Non-Vertically Retained Percentage of the aggregate Appraisal Reduction
Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce the Certificate
Balances of the following Classes of Certificates in the following order of priority: first, to the J-RR Certificates;
second, to the Class G-RR Certificates; third, to the Class F-RR Certificates; fourth, to
the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates;
seventh, to the Class B Certificates; eighth, to the Class A-S Certificates; and finally, pro rata
to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates,
(iv) Class A-4 Certificates, (v) Class A-5 Certificates and (vi) Class A-AB Certificates, based
on their respective Certificate Balances (provided in each case that no Certificate Balance in respect of any such Class may
be notionally reduced below zero). In addition, as of any date of determination for purposes of determining the Controlling Class or
the occurrence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, and after taking into account
the allocations contemplated by the prior sentence, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts
in respect of the Mortgage Loans shall be applied to notionally reduce the Certificate Balances of each Class of the Control
Eligible of Certificates in the following order of priority (in each case after taking into account any Appraisal Reduction Amounts
allocated thereto): first, to the Class J-RR Certificates; second, to the Class G-RR Certificates;
and third, to the Class F-RR Certificates (provided in each case that no Certificate Balance in respect of any
such Class may be notionally reduced below zero). For the avoidance of doubt, for purposes of determining the Controlling
Class or the occurrence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, any Class of
Control Eligible Certificates shall be allocated the Non-Vertically Retained Percentage of both applicable Appraisal Reduction
Amounts and applicable Collateral Deficiency Amounts, in accordance with the preceding two sentences.


 


The WM-Non-VRR
Percentage of any Appraisal Reduction Amounts allocated to the Woodlands Mall Trust Subordinate Companion Loan shall be allocated
to each Class of related Loan-Specific Certificates (other than the WMRR Interest) in reverse sequential order to notionally
reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e.,
first to the Class WM-C Certificates, second to the Class WM-B Certificates, last to the
Class WM-A Certificates). The WM-VRR Percentage of any Appraisal Reduction Amounts allocated to the Woodlands Mall
Trust Subordinate Companion Loan will be allocated to the WMRR Interest. In addition, for purposes of determining the Woodlands
Mall Controlling Class, the WM-Non-VRR Percentage of any Collateral Deficiency Amounts in respect of or allocated to the
Woodlands Mall Trust Subordinate Companion Loan will be allocated to each Class of Woodlands Mall Control Eligible Certificates
in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each
such Class is reduced to zero (i.e., first to the Class WM-C Certificates, then to the Class WM-B Certificates,
then to the Class WM-A Certificates). For the avoidance of doubt, for purposes of determining the Woodlands Mall Controlling
Class, any Class of Woodlands Mall Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts
and applicable Collateral Deficiency Amounts, as described in this paragraph.


 






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The Appraisal Reduction
Amounts allocated to The Centre Trust Subordinate Companion Loan shall be allocated to each Class of related Loan-Specific
Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance
of each such class is reduced to zero (i.e., first to the Class TCRR Certificates, second to the Class TC-E
Certificates, third to the Class TC-D Certificates, fourth to the Class TC-C Certificates, fifth
to the Class TC-B Certificates and last to the Class TC-A Certificates). In addition, for purposes
of determining the Centre Controlling Class, any Collateral Deficiency Amounts in respect of or allocated to The Centre Trust Subordinate
Companion Loan shall be allocated to each Class of Centre Control Eligible Certificates in reverse sequential order to notionally
reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e.,
first to the Class TCRR Certificates, then to the Class TC-E Certificates). For the avoidance of doubt, for purposes
of determining the Centre Controlling Class, any Class of Centre Control Eligible Certificates will be allocated both applicable
Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent expressly set forth
herein, for the purposes of allocating and/or exercising Voting Rights or Pooled Voting Rights in connection with certain circumstances
involving the termination of certain parties hereto, and with respect to any Appraisal Reduction Amount or Collateral Deficiency
Amount calculated for purposes of determining the Controlling Class, the Woodlands Mall Controlling Class or the Centre Controlling
Class, or the occurrence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, the appraised value
of the related Mortgaged Property shall be determined on an “as-is” basis.


 


Each of the Master Servicer
and the Special Servicer (in each case, to the extent any such amount is required to be calculated by it) shall promptly notify
the other such party, the Operating Advisor and the Certificate Administrator of the determination and any redetermination of (i)
any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount
by providing such information in the CREFC® Appraisal Reduction Template, and the Certificate Administrator shall
promptly post notice of the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative
Appraisal Reduction Amount, as applicable, including such CREFC® Appraisal Reduction Template, on the Certificate
Administrator’s Website.


 


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


 


The Holders of the majority
(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special
Servicer to order a


 






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second Appraisal of the Mortgaged Property securing any Serviced Loan (or, in the case of a Class of Woodlands
Mall Control Eligible Class or Centre Control Eligible Class that is an Appraised-Out Class, the related Serviced Loan Combination)
as to which there exists an Appraisal Reduction Amount or a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). The Special Servicer shall use its reasonable efforts to cause such Appraisal to be (i) delivered within
30 days from receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is”
basis by an Appraiser in accordance with MAI standards. Upon receipt of such second Appraisal, the Special Servicer shall determine,
in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation of the
applicable Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, the Special Servicer shall
recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal and
receipt of information reasonably requested by the Special Servicer from the Master Servicer and reasonably required to calculate
or recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. If required by any such recalculation,
the applicable Appraised-Out Class shall be reinstated as the Controlling Class or applicable Loan-Specific Controlling
Class and each other Appraised-Out Class will, if applicable, have its related Certificate Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.
The Special Servicer shall promptly deliver notice to the Certificate Administrator and the Master Servicer of any such determination
and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s Website.


 


Any Appraised-Out
Class as to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction
Amount or Collateral Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of
the Controlling Class or the applicable Loan-Specific Controlling Class, as applicable, until such time, if any,
as such Class is reinstated as the Controlling Class or the applicable Loan-Specific Controlling Class, as applicable,
and no Control Termination Event exists, in the case of the Controlling Class, or a Control Appraisal Period in respect of the
related Serviced Loan Combination does not exist, in the case of a Loan-Specific Controlling Class, and the rights of the Controlling
Class or the applicable Loan-Specific Controlling Class shall be exercised by the most subordinate Class of
Control Eligible Certificates, Woodlands Mall Control Eligible Certificates or Centre Control Eligible Certificates, applicable,
that is not an Appraised-Out Class, if any, during such period.


 


Appraisals that are to
be obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals
that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without
regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)           
In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance
with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings
as a Property Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would
constitute a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer
out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with


 






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interest at the Advance
Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of
the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against
the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency
judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment
and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator,
any applicable Directing Holder and any applicable Consulting Party.


 


In the event that title
to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure
or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee
or to its nominee (which shall not include the Master Servicer but may be a single member limited liability company owned by the
Trust and managed by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the
Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular Interests and on behalf of the holders
of the Certificates and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding any such acquisition of
title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall (except for purposes of
Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property
shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.


 


(c)          Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
any personal property pursuant to this Section 3.10 unless either:


 


(i)            such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the
meaning of Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)           the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust
Fund) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust
REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause
the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)         
Notwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall,
on behalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or


 






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indirect
partnership or membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the
Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund) to the effect that the holding of such partnership or membership interest or other equity interest by the Trust
Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify
as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes at any time that any Certificate is outstanding.


 


(e)         
Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of
the Trust Fund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result
of foreclosure or by deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership
interest in any Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and
shall not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of
any such action, the Custodian, the Trustee, the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable,
the related Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the
Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment
report prepared by an Independent Person who regularly conducts environmental audits, that:


 


(i)            such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as
a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(ii)           there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous
Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust
Fund and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related
Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of any related Subordinate Companion Loan(s))) to take such actions with respect to the affected
Mortgaged Property as could be required by such law or regulation.


 






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In the event that the
environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged
Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively
establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person
who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and
any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the
Special Servicer for purposes of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan
Holder, the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and
any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)            
The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within
three months of the determination that such assessment is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in
a manner consistent with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or
prior to the Closing Date with respect to any Trust Loan (including that the environmental assessment identify any potential pollution
conditions (as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master
Servicer shall advance the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance
with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense
of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement
of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06
of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall
be provided to the Holder of any Principal Balance Certificates and any related Serviced Companion Loan Holder upon written request
to the Special Servicer.


 


(g)           
If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property
is not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any
related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance
therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances
referred to therein relating to Hazardous Materials are present, but that it is in the best economic interest of the Trust Fund
and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Loan
Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the


 






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subordinate nature
of any related Subordinate Companion Loan(s)), to take such action with respect to the containment, clean-up or remediation
of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as
a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in the
case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s)).
The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.


 


(h)          
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be
reported with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer
shall report to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer
shall report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the
Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee,
the Certificate Administrator and, if affected, to any related Serviced Companion Loan Holder.


 


Section 3.11      
Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full
of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification
that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall
immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion
Loan Holder by delivery of a certification (which certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05
of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust
Fund.


 


From time to time upon
request of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release, the
Certificate Administrator (or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof) designated
in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Certificate
Administrator (or a Custodian appointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced
Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing
Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received
in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that
such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Certificate Administrator shall deliver (or cause
any Custodian appointed by it to deliver) a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 






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Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced
Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan,
the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original
Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C
attached hereto to the Certificate Administrator and the Certificate Administrator shall release (or cause any Custodian appointed
by it to release) such original Note to the requesting party or its designee. In connection with the release of the original Note
for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Certificate Administrator (or a Custodian
appointed by it) shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the
related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf
of and for the benefit of the Trustee.


 


Section 3.12      
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)            
As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan
(including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan,
each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion
Loan that is included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall
be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof,
the related Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii)
and/or Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive,
as additional servicing compensation (the following items, collectively, “Additional Servicing Compensation”),
(i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan consented to by the Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval
of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment
of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement


 






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(whether
or not the Special Servicer elects to handle any related processing), (iii) 100% of any defeasance fee received in connection
with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided that for the avoidance
of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees
in connection with a defeasance to which the Special Servicer is entitled under this Agreement), (iv) 100% of any Assumption
Fees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees”
consented to by the Master Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees
with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees”
consented to by the Special Servicer (whether or not the Special Servicer elects to handle any related processing), (vi) the
aggregate Prepayment Interest Excess (exclusive of any portion thereof attributable to an Outside Serviced Mortgage Loan), but
only to the extent such amount is not required to be included in any Compensating Interest Payment, in each case to the extent
received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05 of this Agreement,
(vii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges)
actually received from Mortgagors with respect to the accounts held by the Master Servicer pursuant to this Agreement or the related
Loan Documents, including the Collection Account or any related subaccount, any Escrow Account or related subaccount, any Loan
Combination Custodial Account or related subaccount, any Lock-Box Account or related subaccount or any reserve account or related
subaccount, (viii) 100% of assumption application fees actually received from Mortgagors on Performing Serviced Loans (if
the related assumption was processed by the Master Servicer), (ix) 100% of Consent Fees with respect to a Performing Serviced
Loan that did not require the approval of, or processing by, the Special Servicer, (x) 50% of any Consent Fees with respect
to a Performing Serviced Loan consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer
processes the related servicing matter), (xi) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Serviced
Loan other than Excess Penalty Charges accrued during the period such Serviced Loan is a Specially Serviced Loan (provided
that for the avoidance of doubt, the Master Servicer shall be entitled to any collections of Excess Penalty Charges that represent
amounts accrued while the related Serviced Loan is a Performing Serviced Loan even if collected when the Serviced Loan is a Specially
Serviced Loan), (xii) 100% of fees for insufficient or returned checks actually received from Mortgagors relating to the accounts
held by the Master Servicer, and (xiii) 100% of beneficiary statement charges actually received from Mortgagors to the extent the
related beneficiary statements were prepared by the Master Servicer; provided, however, that the Master Servicer
shall not be entitled to apply or retain any amounts described in clauses (i) through (v) above as additional compensation
with respect to a specific Mortgage Loan or Serviced Loan Combination, as applicable, with respect to which a default or event
of default thereunder has occurred and is continuing unless and until such default or event of default has been cured (or has been
waived in accordance with the terms of this Agreement) and all delinquent amounts required to have been paid by the Mortgagor,
Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both
(x) due with respect to such Mortgage Loan or Serviced Loan Combination, as applicable,


 






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and (y) in the case of expense
items, that arose within the last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to
the extent provided for in Sections 3.06(a)(iii), Section 3.06(A) and Section 3.07(b), to withdraw
from the Collection Account and the Loan Combination Custodial Accounts and to receive from any Mortgagor Accounts (to the extent
not payable to the related Mortgagor under a Mortgage Loan or Serviced Loan Combination or applicable law) any interest or other
income earned on deposits therein. Interest or other income earned on funds in the Collection Account, Loan Combination Custodial
Account and Mortgagor Accounts (to the extent consistent with the related Loan Documents), shall be paid to the Master Servicer
as additional servicing compensation and interest or other income earned on funds in any REO Account shall be payable to the Special
Servicer. In addition, the Master Servicer shall be entitled to charge and retain reasonable review fees in connection with any
Mortgagor request with respect to any Performing Serviced Loan that either does not relate to a Major Decision or a Special Servicer
Decision or relates to a Major Decision or Special Servicer Decision that is being processed by the Master Servicer with the mutual
agreement of the Special Servicer, to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance
with the Servicing Standard and (iii) actually paid by or on behalf of the related Mortgagor. Notwithstanding the foregoing, the
Master Servicer’s right to the additional servicing compensation described in this paragraph with respect to a Serviced Companion
Loan shall be subject to the related Co-Lender Agreement.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by
the Mortgagor with respect to any Specially Serviced Loan.


 


Midland Loan Services,
a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at
any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not
in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided
that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws
and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the


 






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prospective transferor
shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement,
and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association
and the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar
is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take
any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing
Fee Right without registration or qualification. Midland Loan Services, a Division of PNC Bank, National Association and each holder
of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right
shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby agrees, and each such holder of an Excess
Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor,
the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Registrar and the Special Servicer against any liability that may
result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal
and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions
of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose any information received in connection with its acquisition and holding of such Excess Servicing Fee Right in any
manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would
require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following
any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master Servicer shall
pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage
Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business
Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided
by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this
Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate
Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary,
in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including
an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion
Loan(s), and in no event shall Servicing Fees with


 






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respect to the related Serviced Pari Passu Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced
Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any
related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended
to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing
Fees with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(b)           
As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each
Trust Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with
respect to each Trust Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay
the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the
Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent,
the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights
to the Trustee/Certificate Administrator Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this
Agreement.


 


(c)           
As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced
Loan (including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in
the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section 3.06(a)
and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under
this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation (the following
items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer
pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects to handle any related processing);
(ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Specially Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement; (iii) 100% of any Assumption
Fees with respect to a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan
involving a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether
or not the Special Servicer elects to handle any related processing); (v) 100% of Ancillary Fees (other than (A) fees
for insufficient or returned checks and (B) beneficiary statement charges) actually received from Mortgagors with respect
to accounts held by the Special Servicer pursuant to this Agreement or the related Loan


 






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Documents, including the Loss of Value
Reserve Fund and any REO Accounts; (vi) 100% of assumption application fees actually received from Mortgagors on (A) Specially
Serviced Loans and (B) Performing Serviced Loans if the related assumption was processed by the Special Servicer; (vii) 100%
of Consent Fees with respect to a Specially Serviced Loan; (viii) 50% of any Consent Fees with respect to a Performing Serviced
Loan consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related
servicing matter); (ix) 100% of Excess Penalty Charges accrued with respect to any Serviced Loan during the period such Serviced
Loan is a Specially Serviced Loan and actually received from the Mortgagors (provided that for the avoidance of doubt, the
Special Servicer shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while the related
Serviced Loan is a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially Serviced Loan); (x) any
interest or other income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund; (xi) 100% of fees for
insufficient or returned checks actually received from Mortgagors relating to the accounts held by the Special Servicer; and (xii)
100% of beneficiary statement charges actually received from Mortgagors to the extent the related beneficiary statements were prepared
by the Special Servicer. In addition, the Special Servicer shall be entitled to charge and retain reasonable review fees in connection
with any Mortgagor request with respect to any Specially Serviced Loan or with respect to any Performing Serviced Loan as to which
the Mortgagor request relates to a Major Decision or a Special Servicer Decision that is being processed by the Special Servicer,
to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing
Standard and (iii) actually paid by or on behalf of the related Mortgagor. The Special Servicer shall not be entitled to any
Special Servicing Fees with respect to the Outside Serviced Mortgage Loans. Notwithstanding the foregoing, the Special Servicer’s
right to the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan shall be subject
to the related Co-Lender Agreement.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by
the Mortgagor with respect to any Specially Serviced Loan.


 






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Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout Fee with respect
to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new
Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer
is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or
resignation, except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently
becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced
Loan Combination that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning or
terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special
Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become
a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive full and timely Monthly Payments
as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes a Corrected
Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w)
of the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if any such
Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced Loan. In either case, the successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the
Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial
Account, as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan or in connection
with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee”
herein. Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation
Fee and a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For
purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under
Section 6.08 of this Agreement shall be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss(es)
that would be incurred by Certificateholders in connection therewith as opposed to the Realized


 






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Loss(es) that would be incurred
as a result of not collecting such amounts from the related Mortgagor.


 


The Special Servicer
shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion
Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect
to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to
the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related
Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect
to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless
otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such
Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced
Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the
rights of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation
with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)          
The Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from
the Trust Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses
shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)
of this Agreement.


 


(e)           
No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment
of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted
from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such
risk or liability.


 


If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder


 






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or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(f)            With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer,
within two Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has
received such information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution
Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall
be due in any month during which no Disclosable Special Servicer Fees were received.


 


(g)           The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion
Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Serviced Loan, the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.12; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as
an Outside Servicer or Outside Special Servicer as expressly provided for under the applicable Outside Servicing Agreement with
respect to an Outside Serviced Mortgage Loan, or as master servicer or special servicer as expressly provided for under the applicable
Other Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan. For the avoidance of doubt, the
foregoing is not intended to act as a prohibition on the right of any entity acting in the capacities of both Master Servicer and
Special Servicer from receiving or retaining any fees, compensation or other remuneration it is entitled to in its capacity as
Master Servicer pursuant to this Agreement.


 






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(h)           If a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date,
the Special Servicer shall service and administer the related Loan Combination and any related REO Property in the same manner
as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to
the related Loan Combination during the period for which it acts as Special Servicer of the related Loan Combination. With respect
to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Date, no other special servicer will be entitled to any
such compensation or have such rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage
Loan on the related Servicing Shift Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation
with respect to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related
Outside Special Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination as Special
Servicer with respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside
Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage Loan on and after the related Servicing
Shift Date.


 


Section 3.13         
Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in
the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that
is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor,
an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu
Companion Loan, equal to the lesser of:


 


(i)            the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received
in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans), any related Serviced Pari Passu Companion Loan(s)
and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan, any related Serviced
Pari Passu Companion Loan or a Trust Subordinate Companion Loan on which the Special Servicer allowed a prepayment on a date other
than the applicable Due Date) for the related Distribution Date; and


 


(ii)           the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that
is, in the case of each Mortgage Loan, Serviced Companion Loan and REO Loan for which such Servicing Fees are being paid in such
Collection Period, calculated at a rate of 0.00125% per annum, and (B) all Prepayment Interest Excesses received by
the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced
under this Agreement, any related Serviced Companion Loan) subject to prepayment and net investment earnings on such Prepayment
Interest Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls
be cumulative.


 






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If a Prepayment Interest
Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate from
the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage Loan is an Outside
Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan is a Specially Serviced
Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required
to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the payment of any
Insurance Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the
Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii)
of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described
in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.


 


Compensating Interest
Payments with respect to a Serviced Loan Combination shall be allocated: first, between the related Mortgage Loan and the
related Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts until the respective Prepayment
Interest Shortfalls with respect thereto are fully covered, and the Master Servicer shall pay the portion of such Compensating
Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof; and then, if applicable,
to any related Trust Subordinate Companion Loan.


 


Section 3.14      
Application of Penalty Charges and Modification Fees.


 


(a)         
On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all
Penalty Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced
Loan Combination) and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable,
of this Agreement) received by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced
Mortgage Loan (to the extent allocable to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and
remitted to the Master Servicer by the related Outside Servicer) during the related Collection Period, as follows:


 


(i)             
first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master
Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances
that have been determined to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional
Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements,
in each case, with respect to such Mortgage Loan or Serviced Loan Combination;


 


(ii)           
second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement
to the Trust of all Advances (and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination
previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer


 






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and/or
the Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in
the Collection Account as recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower
Delayed Reimbursements;


 


(iii)         
third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to
the Trust of all other Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees)
with respect to such Mortgage Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination
Custodial Account (and such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial
Account as recoveries of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)         
fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer
or the Special Servicer, as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12
of this Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided that, notwithstanding the
foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and in the order set forth in
the related Co-Lender Agreement.


 


(b)         
In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the
month in which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in
which an Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the
Special Servicer a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information
regarding (1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the
Special Servicer, as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges,
Modification Fees and Assumption Fees, in each case for the related Collection Period or other reporting period as agreed to by
the Master Servicer and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer
with respect to the contents of any such report and shall provide any supporting information with respect thereto that is reasonably
requested by the Special Servicer.


 


Section 3.15      
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation
Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and
Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured
financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards
and such corporations, and any other governmental or regulatory body to the jurisdiction


 






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of which any Certificateholder or Serviced
Companion Loan Holder is subject, access to the documentation regarding the Trust Loans required by applicable regulations of the
Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only
upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access
shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect
of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15
shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure
of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as
provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder
or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum
sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable
fees for employee time and for space; provided that no charge may be made if such information or access was required to
be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners
of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that
such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting
liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding
securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to
items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such
items would constitute a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such Consulting Party has
consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for
such duration as the Master Servicer or the Special Servicer, as applicable, on the one hand, and applicable the Directing Holder,
the Operating Advisor and any Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party has consultation
rights pursuant to Section 6.09), as applicable, on the other hand, shall


 






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reasonably agree, regarding the performance
and servicing of the applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer or the Special
Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation
Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2)
Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO
Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality
agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


The Special Servicer
shall deliver to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling
Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in
support of the performance of the Operating Advisor’s obligations under this Agreement in electronic format.


 


The Operating Advisor
hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties
as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with
respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with respect to any
information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual
Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section 3.16      
Title and Management of REO Properties.


 


(a)          
In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage
Loan) is acquired for the benefit of the applicable Certificateholders (or, with respect to a Serviced Loan Combination, for the
benefit of the applicable Certificateholders and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such
Certificateholders and, if applicable, such Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust
Fund or by a single member limited liability company established for that purpose) in foreclosure, by deed-in-lieu
of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of
a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on behalf of the
Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell any REO
Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC, the Woodlands Mall
REMIC or the Centre REMIC, as applicable, acquires ownership of such


 






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REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny)
an extension of time (an “REO Extension”) to sell such REO Property or (ii) the Special Servicer obtains
an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee, addressed to the Special Servicer,
the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier REMIC, the Woodlands Mall REMIC
or the Centre REMIC, as applicable, of such REO Property subsequent to the close of the third calendar year following the year
in which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as defined
in Code Section 860F) of any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time
that any of the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests or the Regular
Certificates is outstanding. If the Special Servicer is granted (or is not denied) the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its receiving the
REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence shall be an expense of the Trust Fund payable out of the Collection Account
pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Serviced
Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i) prior
to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant
to the provisions of the immediately preceding sentence in a manner provided under Section 3.17 of this Agreement and
(ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall manage, conserve,
protect and operate each REO Property for the Certificateholders and, if applicable, the related Serviced Companion Loan Holder,
solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust
Fund of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger
the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund.


 


(b)           
The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of
this Agreement, to do any and all things in connection with any REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for
such period as the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer shall only agree to the
payment of management fees that are consistent with general market


 






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standards or to terms that are more favorable. Consistent with
the foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income
from foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions
only if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net
after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders and, if applicable,
the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Companion
Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s))) than an alternative method of operation or rental of such REO Property
that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect
to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any
REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account
and (subject to any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled (a) with respect to
each of the Mortgage Loans (other than any Outside Serviced Mortgage Loan) and any Serviced Loan Combinations (other than the (i)
the Woodlands Mall Loan Combination and (ii) The Centre Loan Combination), “Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
[IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED LOAN COMBINATION: and the related Serviced Companion Loan Holder(s), as their
interests may appear]--REO Account”; (b) with respect to the Woodlands Mall Loan Combination, “Pacific Life Insurance
Company, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-B12, and the related Serviced
Companion Loan Holders, as their interests may appear--REO Account”; and (c) with respect to The Centre Loan Combination,
“Trimont Real Estate Advisors, LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2019-B12, and the related Serviced Companion Loan Holders, as their interests may appear--REO Account”. The Special
Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account
to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited
in the REO Account, within two (2) Business Days after receipt of properly identified funds, all revenues and proceeds received
by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of such REO Property and for other Property Protection Expenses with respect to such REO Property, including:


 


(i)           
all insurance premiums due and payable in respect of any REO Property;


 






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(ii)          
all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)         
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property
including, if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)         
any taxes imposed on any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided
written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an
urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis
of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless
the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance
(in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make
such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business
judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or,
if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit
to the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination
Custodial Account, on a monthly basis prior to the related Master Servicer Remittance Date (but not earlier than two (2) Business
Days after such amounts are received and properly identified) the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Collection Period, except that
in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves
for repairs, replacements and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special
Servicer shall not:


 


(i)           
permit the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any
income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real
Property;


 


(iii)         
authorize or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion
of a building or other improvement thereon, and then only if more than ten percent of the construction of


 






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such building or other
improvement was completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within
the meaning of Code Section 856(e)(4)(B); or


 


(iv)         
Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date
of acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder,
the Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced
Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined
without regard to the exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust
Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer shall be required
to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable out
of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition
thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion of Counsel
that the operation and management of any REO Property other than through an Independent Contractor shall not cause such REO Property
to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion
shall be an expense of the Trust Fund), provided that:


 


(i)            the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall
not be inconsistent herewith;


 


(ii)           any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including those listed above, and remit
all related revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than
thirty days following the receipt thereof by such Independent Contractor;


 


(iii)         
none of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund
or the Trustee on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect
to the operation and management of any such REO Property; and


 


(iv)         
the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties
and obligations in connection with the operation and management of such REO Property.


 






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The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(c)            When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related
Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf)
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)           Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an
Outside Serviced Mortgage Loan.


 


Section 3.17      
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)           The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced
Mortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in
the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related
Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related
mezzanine loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)           Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing
Standard that it would be in the best interests of the applicable Certificateholders and, in the case of a Serviced Loan Combination,
any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced
Loan Combination, any related Serviced Companion Loan Holder(s), constituted a single lender) to attempt to sell such Defaulted
Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders
and, if applicable, any related Serviced Companion Loan Holder in such manner as will be reasonably likely to realize a fair price.
Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such
Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), any related Outside Controlling Note Holder, each Risk Retention Consultation Party (other
than with respect to any related Excluded RRCP Mortgage Loan) and the Operating Advisor of any offers received


 






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regarding the sale
of any Defaulted Loan. Any Serviced Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together
with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth in the related
Co-Lender Agreement.


 


(c)           
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder (in the case of a Serviced Loan Combination), each Risk Retention Consultation Party (other than with respect to any
related Excluded RRCP Mortgage Loan), and any applicable Directing Holder and Consulting Party not less than five (5) Business
Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit
an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in
its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.


 


(d)          
Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this
Agreement shall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee,
if the offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two other offers are received from independent third parties; and provided, further, notwithstanding the immediately
preceding proviso, the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan)
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this
Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any
Defaulted Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person
represents a fair price for any Defaulted Loan, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
or investing in mortgage loans similar to such Defaulted Loan or the related Defaulted Loan Combination, as applicable, that has
been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Defaulted Loan;
provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party pursuant to this Section 3.17(d) will be covered by, and will be reimbursable by the Interested Person. The Trustee
will be entitled to rely conclusively upon such third party’s determination. In determining whether any such offer from a
Person other than an Interested Person constitutes a fair price for any such Defaulted Loan, the Special Servicer shall take into
account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant
to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency on such Defaulted Loan,
the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The appraiser
conducting any new Appraisal for determining whether any offer from a Person other than an Interested Person represents a fair
price for any Defaulted Loan shall be an Appraiser


 






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selected by the Special Servicer. The cost of any such Appraisal shall be covered
by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering to purchase such
Defaulted Loan.


 


(e)           
Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)
and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion
Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the
Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is
consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the
Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(f)           
Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights
of a Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan
Combination (or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special
Servicer shall continue to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement
and shall pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as
is consistent with this Agreement and the Servicing Standard.


 


(g)          
Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any
Defaulted Loan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the
related Co-Lender Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan
Combination Custodial Account, as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt
of (i) an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made and (ii) a Request
for Release, shall release or cause to be released to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be necessary to vest in such purchaser ownership of such Defaulted Loan. In connection
with any such purchase, the Special Servicer and the Master Servicer shall deliver the related Servicing File (to the extent either
has possession of such file) to such purchaser.


 






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(h)       The
parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)       The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such manner
as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this Agreement.
Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple offers are
contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such REO Property.
If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price
for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints imposed
by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions
as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related
Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the
related Loan Combination Custodial Account.


 


(j)       The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder and, to the extent requested by such party, any applicable Directing Holder and Consulting Party of any written offers
(excluding, for the sake of clarity, any unsuccessful bids received during an auction, whether live or on-line, that were lower
than the accepted offer), not less than three (3) Business Days’ prior written notice of its intention to sell any REO Property
(other than an REO Property related to an Outside Serviced Mortgage Loan) hereunder. No Interested Person shall be obligated to
submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


 


(k)       Whether
any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the offeror is
a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided that the
Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute a fair
price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties;
and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether
any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (at the expense
of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with
at least five (5) years’ experience in


 






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valuing or investing in properties similar to such REO Property that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party pursuant to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested Person. The Trustee
will be entitled to rely conclusively upon such third party’s determination. In determining whether any such offer from
a Person other than an Interested Person constitutes a fair price for any such REO Property, the Special Servicer shall take into
account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant
to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency on the related Mortgage
Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state of the local economy
and the obligation to dispose of such REO Property within the time period specified in Section 3.16 of this Agreement.
The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested Person represents
a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such Appraisal shall
be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering to
purchase such REO Property.


 


(l)       Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall
act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the Special
Servicer may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the
preparation and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts
into the Collection Account or, if applicable, the related Loan Combination Custodial Account. Any sale of any Defaulted Loan
or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall be final and without recourse
to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse
to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations and warranties typically given
in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in
accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(m)       Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable Directing Holder and Consulting
Parties), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the applicable
Certificateholders and, in the case of


 






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a Serviced Loan Combination (or applicable portion thereof), the related affected Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any such related Serviced Companion
Loan Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any Person other than
itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in
the best interests of the applicable Certificateholders and, in the case of a Serviced Loan Combination, any related affected
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, such related Serviced
Companion Loan Holder(s) constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely
to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).


 


Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer
determines (in consultation with any applicable Directing Holder and Consulting Parties, in accordance with the Servicing Standard,
that rejection of such offer would be in the best interests of the applicable Certificateholders and, in the case of an REO Property
that corresponds to a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such
Certificateholders and, if applicable, any Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of
a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))), and
the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its
reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the applicable Certificateholders
and, in the case of an REO Property that corresponds to a Serviced Loan Combination, any related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, if applicable, any related Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related
Serviced Subordinate Companion Loan(s))) (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).


 


(n)       In
no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on the
Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan
or any Mortgage Loan.


 


(o)       Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing Agreement (which,
if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative for
so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,
shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in the related
Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the
related Companion Loan(s) or any other Mortgage Loan.


 






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(p)       Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as
set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender
Agreement or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related
Subordinate Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion
Loan Holder or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine
loan intercreditor agreement in connection with each such holders’ purchase rights.


 


(q)       With
respect to any Serviced Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled Loan Combination),
the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Loan Combination becomes
a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance
with this Section 3.17, then the Special Servicer will be required to sell each related Serviced Pari Passu Companion Loan
and any related Trust Subordinate Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance
with this Agreement and subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu
Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special
Servicer shall not sell any such Serviced Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written
consent of each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting
party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery
may be by electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to
such related Serviced Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the
extent permitted under the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization
Trust is the related Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization
Trust or by the parties to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written
notice of any decision to attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed
sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal
for the subject Serviced Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced
Pari Passu Companion Loan Holder that are material to the price of the subject Serviced Loan Combination; and (d) until the sale
is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale
date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that a related Serviced Pari Passu
Companion


 






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Loan Holder may waive as to itself any of the delivery or timing requirements set forth in this sentence. The applicable
Directing Holder and each related Serviced Pari Passu Companion Loan Holder may submit an offer to purchase, and any such party
is permitted to be the purchaser at any sale of, the subject Defaulted Serviced Loan Combination unless such Person is the related
Mortgagor or an agent or Affiliate of the related Mortgagor.


 


(r)       With
respect to any Serviced Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties hereto acknowledge
that the related Co-Lender Agreement provides that if such Serviced Loan Combination becomes a Defaulted Serviced Loan Combination,
and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17,
then the Special Servicer will be required to sell each related Serviced Pari Passu Companion Loan together with such Serviced
Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of any related Outside Controlling
Note Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari Passu Companion
Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer
shall not sell any such Serviced Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent
of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling Note
Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent is not
required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related
Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of
each related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and
the holder of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of
the related Co-Lender Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to
sell such Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together
with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale;
(c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Loan Combination,
and any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material to the price
of the subject Serviced Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no less time
than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative, the
related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
may each waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
shall be permitted to submit


 






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an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject
Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


Notwithstanding
the prior paragraph, with respect to each Serviced AB Loan Combination (other than the Woodlands Mall Loan Combination and the
Centre Loan Combination), if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special
Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer
shall not be permitted or required to sell the related Serviced Subordinate Companion Loan(s) together with such Serviced Mortgage
Loan and any related Serviced Pari Passu Companion Loan(s) as a single whole loan except as required by the related Co-Lender
Agreement.


 


With
respect to the Woodlands Mall Loan Combination and the Centre Loan Combination, if either such Serviced AB Loan Combination becomes
a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance
with this Section 3.17, then the Special Servicer shall sell the related Trust Subordinate Companion Loan together with
such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as one whole loan in accordance with this Agreement
and the related Co-Lender Agreement.


 


(s)       With
respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or any
analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property
related to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property shall
be administered by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the
related Co-Lender Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the
applicable Outside Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee
or the Trust, and none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any
liability to any Certificateholder with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property
accepted on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection
Account.


 


Section
3.18     Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports
to the Serviced Companion Loan Holder.


 


(a)       The
Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect
to such Mortgaged Property relating to Serviced Mortgage Loans with an


 






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outstanding
principal balance of less than $2,000,000, in each case commencing in 2020; provided that the Master Servicer is not required
to inspect any Mortgaged Property that has been inspected by the Special Servicer during the preceding 12 months. If any Serviced
Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected
by the Special Servicer as soon as practicable and thereafter at least every calendar year for so long as such condition exists.
The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless
the related Serviced Mortgage Loan or Serviced Loan Combination is a Specially Serviced Loan. The Master Servicer shall reimburse
the Special Servicer for the cost of any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the
Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)
and any out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund. The Special Servicer
or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection performed
by it pursuant to this Section 3.18(a), and shall, within five (5) Business Days following completion, deliver or make
available a copy (in electronic format) of each such report to (i) in the case of any such report prepared by the Special Servicer,
the Master Servicer (who shall deliver or make available such report to the Certificate Administrator) or (ii) in the case of
any such report prepared by the Master Servicer or received by the Master Servicer pursuant to clause (i) of this sentence, the
Certificate Administrator (who shall post such report to the Certificate Administrator’s Website for review by Privileged
Persons in accordance with Section 4.02(a)).


 


(b)       The
Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest
of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground
lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall
forward to the Special Servicer any written notice of default under a ground lease.


 


(c)       The
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion
Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with
respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)       The
Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the related
Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.
The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s
possession as the related Outside Servicer reasonably


 






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requests in order to determine whether an advance similar to a P&I Advance
would be “nonrecoverable.”


 


(e)       If
required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan
Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis
Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties
securing the related Serviced Companion Loan.


 


Section
3.19     Lock-Box Accounts, Escrow Accounts.


 


Except
with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow
Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters
of credit pursuant to the related letter of credit agreement and the Loan Documents.


 


Notwithstanding
the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee
under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or
Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage
Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan (or Serviced Loan
Combination) that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced
Loan.


 


Section
3.20      Property Advances.


 


(a)       Except
with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of
this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties
under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall be made
with regard to a Subordinate Companion Loan held outside the Trust if the related Mortgage Loan is no longer held by the Trust.
The Special Servicer shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than
five (or, in the case of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written
notice before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially
Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special
Servicer shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information
in its possession as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request
to enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute
a Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall
be deemed to be a determination


 






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by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance,
and the Master Servicer shall be entitled to conclusively rely on such determination. In the absence of a determination by the
Special Servicer that a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property
Advances to be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or
the Trustee, as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the
Master Servicer the Special Servicer’s determination as to whether any Property Advance previously made with respect to
a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee
shall be entitled to conclusively rely on and shall be bound by such a determination and shall be bound by a determination by
the Special Servicer that a Property Advance previously made or contemplated to be made with respect to a Specially Serviced Loan
is or would be a Nonrecoverable Advance. Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable
Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance previously
made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse
any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee
from making a determination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that
this sentence will not be construed to limit the Special Servicer’s right to make a determination that a Property Advance
to be made (or contemplated to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this
Section 3.20. The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property
Advances for the purposes of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 


For
purposes of distributions to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or
the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan
Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)       The
Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the
amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this
Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04 of
this Agreement.


 






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(c)       None
of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan
or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property
Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable
Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would,
if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special
Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business
judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related master
servicer and special servicer under any related Other Pooling and Servicing Agreement, if applicable), in the case of any Serviced
Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the Controlling Class Representative
(prior to the occurrence and continuance of a Control Termination Event), (4) in the case of a Property Advance with respect to
any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder, (5) the Master Servicer (unless
it is the Person making the determination), (6) the Special Servicer (unless it is the Person making the determination), and (7)
the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with any
other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or
REO Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material
change in circumstances of which such Person is aware or such Person has received new information, either of which has a material
effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve
months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s
possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and
that support such determination. In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a Property Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)       any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 






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(B)       any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information as reasonably may be required for such purposes;


 


(C)       the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if it is
an applicable Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive and binding
on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse any
other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that
a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)       the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 


(E)       any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20 with
respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case
of such a determination by the Special Servicer) and the Trustee; and


 


(F)       notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by
the Special Servicer that any Property Advance would be recoverable.


 


(d)          The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances,


 






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and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), the
Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least
five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request
sets forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the
Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does
not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such
Property Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an
Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have
no obligation to make any Property Advance; provided that the Special Servicer may in its sole discretion elect to make
an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property Advance (with interest thereon),
provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable.
The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction of the Special Servicer, together
with interest thereon at the same time, in the same manner and to the same extent as the Master Servicer is entitled with respect
to any other Advances made thereby.


 


(f)       Within
five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business
Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an
account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer
of any Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f),
the Master Servicer shall for all purposes of this


 






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Agreement be deemed to have made such Emergency Advance at the same time as
the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Emergency Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to the
same extent as the Master Servicer would otherwise have been entitled if it had actually made such Emergency Advance at the time
the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall not
be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section
3.20(c) of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable
Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant
to Section 3.06(a) of this Agreement.


 


Section
3.21     Appointment of Special Servicer; Asset Status Reports.


 


(a)       Midland
Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer to specially service
each of the Mortgage Loans and each Serviced Loan Combination (other than the Woodlands Mall Loan Combination, The Centre Loan
Combination and the Outside Serviced Mortgage Loans). Pacific Life Insurance Company is hereby appointed as the initial Special
Servicer to specially service the Woodlands Mall Mortgage Loan. Trimont Real Estate Advisors, LLC is hereby appointed as the initial
Special Servicer to specially service the Centre Mortgage Loan.


 


(b)       The
Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action
with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect
to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan
or Serviced Loan Combination. Each Asset Status Report shall be delivered in electronic format to the Operating Advisor (subject
to Section 3.21(e) of this Agreement), any applicable Directing Holder, and any applicable Consulting Parties and, for
posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider; provided, however, the Special Servicer shall not be required to deliver an Asset
Status Report to the related Directing Holder if they are the same entity. The Special Servicer shall notify the Operating Advisor
of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be
satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Holder or that otherwise includes an
indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period
or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. The Special Servicer shall
deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall be consistent
with the Servicing Standard and set forth the following information to the extent reasonably determinable:


 






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(i)          summary
of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)          if
a Servicing Transfer Event has occurred and is continuing:


 


(A)       a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)       the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


(C)       the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise
realized upon;


 


(D)       a
copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)       the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Loan Combination;


 


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


 


(G)       if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation
of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination not
to pursue a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)        a
description of any such proposed or taken actions;


 


(iv)        the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


 


(v)         the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(vi)        an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not


 






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taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)       such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


If
any applicable Directing Holder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such
Asset Status Report, then such Directing Holder shall be deemed to have approved such Asset Status Report and the Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan
Documents. If the applicable Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt and the
Special Servicer has not made the affirmative determination contemplated below, the Special Servicer shall revise such Asset Status
Report and deliver to the Operating Advisor (subject to Section 3.21(e) of this Agreement), any applicable Directing Holder,
any applicable Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon as practicable, but in
no event later than 30 days after such disapproval. The Special Servicer shall revise such Asset Status Report as described above
until the related Directing Holder (but, if the Controlling Class Representative is the related Directing Holder, only if a Control
Termination Event does not exist and only if an Excluded Mortgage Loan is not involved) shall fail to disapprove such revised
Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report or until the Special Servicer
makes a determination, consistent with the Servicing Standard, that such objection is not in the best interests of all the Certificateholders
and, if applicable, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, and/or
Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Subordinate Companion Loan(s))). The Special Servicer may, from time
to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall
have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.21(b). If the related Directing Holder
does not approve an Asset Status Report within 60 Business Days from the first submission thereof, the Special Servicer shall
take such action as directed by the related Directing Holder, provided such action does not violate the Servicing Standard
(or, if such action would violate the Servicing Standard, the Special Servicer shall take such action as was reflected in the
most recent Asset Status Report prepared by the Special Servicer with respect to the subject Serviced Loan that is consistent
with the Servicing Standard). Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary
to protect the related Mortgaged Property or the interests of the Certificateholders and any related Serviced Companion Loan Holder(s),
or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may
take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10
Business Day period would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion
Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable effort to contact the related Directing


 






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Holder (during
the period that such Directing Holder has approval rights); provided that the foregoing shall not relieve the Special Servicer
of its duties to comply with the Servicing Standard. If the Special Servicer acts or intends to act in accordance with either
of the prior two sentences, then the Special Servicer shall act in accordance with the most recent Asset Status Report provided
by the Special Servicer with respect to the subject Serviced Loan that is consistent with the Servicing Standard and such Asset
Status Report shall be deemed a Final Asset Status Report. To the extent that the Special Servicer received notice of an Excluded
Controlling Class Mortgage Loan (in the form of Exhibit M-1C or M-1F), any Asset Status Report or Excluded
Information delivered with respect to an Excluded Controlling Class Mortgage Loan shall be labeled by the Special Servicer with
“Excluded Information” followed by the loan number and loan name.


 


After
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall consult
on a non-binding basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing
such Asset Status Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 Business
Days of receipt of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best
interest of the Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes),
as a collective whole as if such Certificateholders constituted a single lender. In addition, , with respect to a Serviced Loan
Combination, at all times if and to the extent so provided in the related Co-Lender Agreement, any related Serviced Pari Passu
Companion Loan Holder (or its Companion Loan Holder Representative) shall be entitled to consult on a non-binding basis with
the Special Servicer and propose alternative courses of action in respect of any Asset Status Report within 10 Business Days of
receiving such Asset Status Report; provided that, in the case of a Serviced Outside Controlled Loan Combination, a related
Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) may be the related Outside Controlling
Note Holder. Furthermore, the Special Servicer shall also consult on a non-binding basis with any other applicable Consulting
Parties in connection with each related Asset Status Report prior to finalizing and executing such Asset Status Report and each
such other Consulting Party shall be permitted to propose alternative courses of action within 10 Business Days of receipt of
each Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan). The Special Servicer
shall consider any such proposals from each applicable Consulting Party and determine whether any changes to its proposed Asset
Status Report should be made, such determination being made in accordance with the Servicing Standard and the other terms of this
Agreement, but the Special Servicer will be under no obligation to revise such Asset Status Report based on the input or comments
of any applicable Consulting Party. In the event that any applicable Consulting Party does not propose alternative courses of
action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer shall (subject to the approval
rights of any applicable Directing Holder) implement the Asset Status Report as proposed by the Special Servicer.


 


(c)       Subject
to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall
have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most
recent Asset Status Report for the related Mortgage Loan.


 






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(d)       Upon
request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling
Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset Status
Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling
Class Holder is a Borrower Party.


 


(e)       Prior
to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver to the
Operating Advisor only each related Final Asset Status Report.


 


(f)       With
respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special Servicer
shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Trust Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating
to, among other things, such Asset Status Report and potential conflicts of interest with respect to such Asset Status Report.


 


(g)       Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor,
any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder that would require
or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the
Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the Special Servicer to violate
the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender Agreement or
any intercreditor agreement, expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect to
enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase
Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors,
employees or agents to any claim, suit or liability, cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust
to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in
a manner that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders and/or
the Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of
the Operating Advisor.


 


(h)       In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable
Laws”), the Special Servicer may be required to obtain, verify and record


 






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certain information relating to individuals
and entities which maintain a business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees
to provide to the Special Servicer, upon its reasonable request, from time to time such identifying information and documentation
as may be readily available to such party in order to enable the Special Servicer to comply with Applicable Laws; provided that
the Special Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection
therewith.


 


Section
3.22      Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)       Upon
determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice
thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the
Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance
of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall
promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to
the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but
excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested
by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer.
The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator
of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the
receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced
Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan
to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially
Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice
thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion
Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect
to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing
File to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso
of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate
and the obligations of the Master Servicer


 






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to service and administer such Serviced Loan as a Serviced Loan that is not a Specially
Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to
make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit
all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


 


(b)       In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in
the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)       Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment
records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating
Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under
this Agreement to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer
shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or
the Operating Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s
possession.


 


Section
3.23 Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account
in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest
Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance
Date occurring in January (except during a leap year) or February (commencing in 2020) (unless, in either such case, the related
Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit
into the Interest Reserve Account, in respect of all the Trust Loans that accrue interest on the basis of a 360-day year and
the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on
the Stated Principal Balance of each such Trust Loan as of the close of business on the Distribution Date in the month preceding
the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in
respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”).
On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month)
of each calendar year (commencing in 2020), the Certificate Administrator shall transfer (1) to the Lower-Tier REMIC Distribution
Account the aggregate of all Withheld Amounts with respect to the Mortgage Loans on deposit in the Interest Reserve Account, (2)
to the Woodlands Mall REMIC Distribution Account the aggregate of all Withheld Amounts with respect to the Woodlands Mall Trust
Subordinate Companion Loan on deposit in the Interest Reserve Account and (3) to the Centre REMIC Distribution Account the


 






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aggregate
of all Withheld Amounts with respect to The Centre Trust Subordinate Companion Loan on deposit in the Interest Reserve Account.


 


Section
3.24     Modifications, Waivers, Amendments and Other Actions.


 


(a)       (i)
With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does not
constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and
the Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided
in the immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related modification,
waiver or amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification,
waiver or amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, in
each case subject to any applicable consultation rights of the Operating Advisor (to the extent the Operating Advisor has consultation
rights pursuant to Section 3.29, Section 6.09 or this Section 3.24), any applicable consent and/or consultation
rights of any applicable Directing Holder with respect to Major Decisions, any applicable consultation rights of any applicable
Consulting Parties (to the extent such parties have consultation rights pursuant to Section 6.09) and, to the extent required
in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan
Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification,
waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification”
of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter
J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon any Trust REMIC or the Trust Fund
(including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax
on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure
property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with
respect to the determination described in clause (B) of the immediately preceding sentence.


 


In
addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes
(i) a Major Decision or (ii) a Special Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such modification, waiver or amendment or (y) such modification, waiver,
amendment or other action constitutes a Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii)
of clause (e) of the definition of “Special Servicer Decision”) shall obtain the consent of the Special Servicer,
and, in each case, to the extent any modification, waiver, amendment or other action constitutes a Major Decision, the Special
Servicer shall obtain the consent of any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement
and shall consult with any applicable Consulting Party to the extent required pursuant to Section 6.09 of this Agreement.
With respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to
any


 






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Serviced Loan, the Special Servicer shall also obtain the consent any applicable Directing Holder in accordance with Section
6.09(a) of this Agreement and shall consult with any applicable Consulting Parties (to the extent required pursuant to Section
6.09) and the Operating Advisor (to the extent required pursuant to Section 3.29, Section 6.09 or this Section
3.24).


 


No
modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with
respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special
Servicer or the Master Servicer, as applicable, shall be permitted without the prior written consent of the Special Servicer or
the Master Servicer, as applicable.


 


The
Special Servicer shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special
Servicer Decision with respect to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer
and the Master Servicer have mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision
with respect to such Performing Serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual
agreement, process any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of clause (e) of
the definition of “Special Servicer Decision”) subject, in each case, to the consent of the Special Servicer as set
forth below.


 


With
respect to Performing Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action
with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer
Decision, shall refer the request to the Special Servicer, and the Special Servicer shall process the request directly or, if
mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall process such request (provided that,
the Master Servicer shall, without the need for any such mutual agreement, process any Special Servicer Decision described in
clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer Decision” with
respect to any Performing Serviced Loan) subject to the consent of the Special Servicer as set forth below.


 


When
the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action
that is a Major Decision or a Special Servicer Decision with respect to a Performing Serviced Loan (i.e., when (x) the Master
Servicer and Special Servicer have mutually agreed that the Master Servicer shall process such modification, waiver or amendment
with respect to a Performing Serviced Loan or (y) the Master Servicer is processing any Special Servicer Decision described in
clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer Decision” with
respect to any Performing Serviced Loan, in each case, as set forth in the preceding paragraphs), the Master Servicer shall, in
a manner consistent with the Servicing Standard, provide the Special Servicer with written notice of any request for such modification,
waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and
any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or,
with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent,
and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable,
the consultation rights of the Operating Advisor (to the extent


 






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required pursuant to Section 3.29, Section 6.09
or this Section 3.24), the consent and/or consultation rights of the related Directing Holder (to the extent required pursuant
to Section 6.09 or this Section 3.24), the consultation rights of the Risk Retention Consultation Parties (to the
extent required pursuant to Section 6.09) and/or the consultation rights of any related Serviced Companion Loan Holder
or its Companion Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action.
The Special Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required
by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender
Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with
respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written
analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such
modification, waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period
if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default),
as applicable, the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled
Loan Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded
Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as applicable, of such request for approval of
each such modification, waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis
and recommendation (or, in the case of any action that constitutes a Major Decision, the Major Decision Reporting Package) with
respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s))
are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a
determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation
and analysis of the Master Servicer or the Special Servicer (or, in the case of any action that constitutes a Major Decision,
the related Major Decision Reporting Package), as applicable, and any other information it may reasonably request (or, with respect
to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve
any recommendation of the Special Servicer or the Master Servicer relating to any such request for approval of modification, waiver,
amendment, consent or other action that constitutes a Major Decision. In any such event, if the related Directing Holder does
not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination,
such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of
the applicable recommendation and analysis (or, in the case of any action that constitutes a Major Decision, the related Major
Decision Reporting Package) and other requested information as set forth in the preceding sentence, the Special Servicer or the
Master Servicer, as applicable, may deem its recommendation approved by the related Directing Holder, and if the Special Servicer
does not respond to a request for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination,
such longer period as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time
period set forth in such Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan
Holder Representative)


 






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or 60 days (with respect to an Acceptable Insurance Default), as applicable, the Master Servicer may deem
its recommendation approved by the Special Servicer.


 


With
respect to any Performing Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, the
Operating Advisor and/or the Directing Holder, shall process and determine whether to consent to or approve any request by the
related Mortgagor with respect to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action
with respect to which the Special Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


 


(b)       All
modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent with
the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such party,
the Trustee, the Certificate Administrator, the Depositor, any applicable Directing Holder, any applicable Consulting Parties
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any Serviced Loan
and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which, in the case
of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related master
servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice otherwise)
and any applicable Directing Holder and Consulting Parties and an original to the Certificate Administrator (or any Custodian
appointed by it) of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days following
the execution and recordation thereof. For the avoidance of doubt, the requirement with respect to the delivery of assumption
or substitution agreements shall be governed by Section 3.09.


 


(c)       Subject
to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation
pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating
Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency
Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not
so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)       Promptly
after any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the
Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative (or,
in the case of each of the Woodlands Mall Loan Combination and The Centre Loan Combination, so long as no Control Appraisal Period
exists with respect to such Loan Combination, the current Loan-Specific Controlling Class Representative, as applicable) and,
if applicable, shall request from the Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt
of the name of any such current Controlling Class Representative (or, if applicable, such current Loan-


 






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Specific Controlling Class
Representative) from the Certificate Administrator, the Special Servicer shall notify such Controlling Class Representative (or,
if applicable, such current Loan-Specific Controlling Class Representative) that such Trust Loan became a Specially Serviced Loan.
Upon receipt of the name of any such current related Serviced Companion Loan Holder, if any, from the Master Servicer, the Special
Servicer shall notify the related Serviced Companion Loan Holder that the related Serviced Loan Combination became a Specially
Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative
or a current Loan-Specific Controlling Class Representative only to the extent the Controlling Class Representative or such Loan-Specific
Controlling Class Representative, as applicable, has identified itself as such to the Certificate Administrator; provided
that (i) if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling
Class Representative”, then (A) the Certificate Administrator shall determine which Class is the Controlling Class and (B)
the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the
Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator
shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund; (ii) if the Woodlands
Mall Controlling Class Representative is determined pursuant to the proviso in the definition of “Woodlands Mall Controlling
Class Representative”, then (A) the Certificate Administrator shall determine which Class is the Woodlands Mall Controlling
Class and (B) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request
from the Depository at the expense of the Trust, the list of Beneficial Holders of the Woodlands Mall Controlling Class, and the
Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust
Fund; and (iii) if the Centre Controlling Class Representative is determined pursuant to the proviso in the definition of “Centre
Controlling Class Representative”, then (A) the Certificate Administrator shall determine which Class is the Centre Controlling
Class and (B) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request
from the Depository at the expense of the Trust, the list of Beneficial Holders of the Centre Controlling Class, and the Certificate
Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund.


 


(e)       [RESERVED]


 


(f)       The
Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the
terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional
services performed in connection with such request and any related costs and expenses incurred by it; provided that the
charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 






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(g)          Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)       extend
the Maturity Date of a Serviced Loan (other than a Trust Subordinate Companion Loan) beyond a date that is 5 years prior to the
Rated Final Distribution Date of the rated Pooled Certificates, or extend the maturity date of a Trust Subordinate Companion Loan
beyond a date that is 7 years prior to the applicable Rated Final Distribution Date of the rated related Loan-Specific Certificates;
or


 


(ii)       if
the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease,
10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the
related Mortgagor.


 


(h)          In
connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage
or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or
require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value
ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Trust Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable,
shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater
than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or
greater than a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless
the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Trust Loan will not fail to be
a Qualified Mortgage.


 


(i)          If
and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or consultation
rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside Servicing
Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Master Servicer (if a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section
3.01(i), and (b) any such consultation rights shall be exercised by the Controlling Class Representative (unless a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Master Servicer (if a
Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each 


 






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case
in accordance with Section 3.01(i); provided that, after the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, any such consultation rights shall be exercised by the Master Servicer or the Controlling
Class Representative, as applicable, jointly with the Operating Advisor (but, in the case of the Operating Advisor, only with
respect to matters similar to Major Decisions). The Special Servicer shall only be obligated to forward any requests received
from the related Outside Servicer or the related Outside Special Servicer, as applicable, for such consent and/or consultation
to the Master Servicer (who shall forward any such request to the Controlling Class Representative except if a Control Termination
Event or Consultation Termination Event, as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan
is an Excluded Mortgage Loan and, following the occurrence and during the continuance of an Operating Advisor Consultation Trigger
Event, to the Operating Advisor), and the Special Servicer shall have no right or obligation to exercise any such consent or consultation
rights.


 


Section
3.25      Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)       With
respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of $35,000,000,
in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition
its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


(b)       With
respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly secured
by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision)
or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular
obligation would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder
of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section
3.26       Certain Matters Relating to the Outside Serviced Mortgage Loans.


 


(a)       With
respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside Servicer
or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement,
the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee,
the related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness
following request therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing, with respect
to each Servicing Shift Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall be an Outside
Serviced Mortgage Loan, and the rights, duties and obligations of the Trust and the parties to this Agreement shall be as set
forth herein with respect to Outside Serviced Mortgage Loans.


 








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(b)       With
respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold the Mortgage
File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon the transfer of
servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related
Co-Lender Agreement, (i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer)
the Mortgage File (other than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the
originals of which shall be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee
(provided that the Custodian shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions set
forth in clause (B) of the second paragraph of Section 2.01(c) and (ii) the Master Servicer shall, upon written request,
if the Master Servicer is not the related Outside Servicer, transfer the Servicing File, any original letter of credit and any
escrows or reserve funds held for such Servicing Shift Loan Combination to the related Outside Servicer.


 


Section
3.27      Additional Matters Regarding Advance Reimbursement.


 


(a)       Upon
the determination that a previously made Advance (other than a P&I Advance on a Trust Subordinate Companion Loan) is a Nonrecoverable
Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general collections
on the Mortgage Loans deposited in the Collection Account, the Master Servicer, the Special Servicer or the Trustee, at its own
option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement immediately, may elect to defer reimbursement for some or
all such portion of the Nonrecoverable Advance during the one-month Collection Period ending on the then-current Determination
Date, for successive one-month periods for a total not to exceed 12 months; provided that any deferral in excess of
6 months shall be subject to the consent of the applicable Directing Holder (or, in the case of a Property Advance with respect
to a Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder); and provided further that, if
it is a Consulting Party, the Controlling Class Representative must be consulted with. If the Master Servicer, the Special Servicer
or the Trustee makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant
to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer, the Special
Servicer or the Trustee to defer reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month
Collection Period ending on the related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer
or the Trustee shall further be authorized to wait for principal collections to be received before making its determination of
whether to defer reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Collection Period;
provided, however, if, at any time the Master Servicer, the Special


 






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Servicer or the Trustee, as applicable, determines
that the reimbursement of a Nonrecoverable Advance during any Collection Period will exceed the full amount of the principal portion
of general collections deposited in the Collection Account for the related Distribution Date, then the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement
to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1)
the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion that waiting 15 days
after such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable,
ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the
Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of whether any
Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely received from the Trustee information
requested by the Master Servicer or the Special Servicer, as applicable, to consider in determining whether to defer reimbursement
of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer
or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to
Section 12.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances
from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances.
Subject to Section 12.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies contemplated by the
immediately preceding sentence. Any election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursing
itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any Collection Period
shall not be construed to impose on the other such parties any obligation to make such an election (or any entitlement in favor
of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or to constitute
a waiver or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to otherwise be reimbursed for
such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer, the Special
Servicer or the Trustee shall not be construed to impose any duty on any other such party to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election). Any such election by any such party to defer reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection
Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement
will have any liability to one another or to any of the Certificateholders for any such election that such party makes to defer
or not to defer reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic or other
effects that may arise from such an election nor will such


 






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election constitute a violation of the Servicing Standard or any duty
under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election,
if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the right
to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection Account
pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate period
exceeding 12 months.


 


(b)       If
the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required
to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure,
to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the
Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section
3.28      Serviced Companion Loan Intercreditor Matters.


 


(a)       If,
pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates
to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder
thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the
holder of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions of
the related Co-Lender Agreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage File
and (to the extent provided under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage Loan
shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as
the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and
(except for the actual Note) on behalf of the holder of the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter,
such Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan(s) as their interests
appear under the related Co-Lender Agreement; and (iii) if the related Servicing File is not already in the possession of
such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing
agreement for the Serviced Loan Combinations.


 


(b)       With
respect to each Serviced Companion Loan held outside the Trust, notwithstanding any rights the Operating Advisor, a Risk Retention
Consultation Party or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter
with respect to the servicing of such Serviced Companion Loan, to the extent the related Co-Lender Agreement provides that
such right is exercisable by the related Serviced Companion Loan Holder or its Companion Loan Holder Representative or is exercisable
in conjunction with any related Serviced Companion Loan Holder, then


 






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(i) neither the Operating Advisor nor the Controlling Class
Representative shall be permitted to exercise such right or (ii) to the extent provided in the related Co-Lender Agreement,
the Operating Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction
with any related Serviced Companion Loan Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding
anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the
approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder Representative with
respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under related Co-Lender
Agreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan Holder or its
Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary,
the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder
or its Companion Loan Holder Representative (or the master servicer or special servicer for the related Other Securitization Trust
on behalf of the Serviced Companion Loan Holder) as required under the Co-Lender Agreement.


 


(c)          With
respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement
setting forth, to the extent applicable to such Serviced Loan Combination:


 


(i)        (A)
the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other
principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and
information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)       the
amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


 


(iii)       the
amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest,
principal and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full
amount that would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor,
the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any,
under the related Serviced Loan Combination;


 


(iv)       the
principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect to
the distribution of principal on the most recent Distribution Date; and


 






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(v)       the
amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not
later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means (which may include posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s
website) and by such other means of delivery as required under the related Co-Lender Agreement.


 


(d)          If
any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate
(and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset
Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer
with any documents reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the
Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii)
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall have other obligations with
respect to any such Other PSA Asset Review nor shall any such party be bound by the results of any such asset review.


 


(e)          With
respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase by
a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and
that an Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible
horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer shall
consult with the related Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions
that are Major Decisions with respect to the related Serviced Companion Loan. Such consultation shall be on a non-binding
basis and shall be performed in accordance with the same process for consultations between the Special Servicer and Operating
Advisor with respect to Major Decisions under this Agreement.


 


(f)          With
respect to each Serviced AB Loan Combination with respect to which the holder of any related Serviced Subordinate Companion Loan
is entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous
concept) by posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Special Servicer
shall administer any such Threshold Event Collateral in


 






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accordance with the terms of the related Co-Lender Agreement. Any
Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which
shall not be an asset of any Trust REMIC, and the party that posted such Threshold Event Collateral shall be the owner of such
outside reserve fund, all within the meaning of Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery Determination
with respect to any such Serviced AB Loan Combination, the Special Servicer shall transfer any related Threshold Event Collateral
held in the form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold
Event Collateral) to the related Loan Combination Custodial Account, which such transferred amount shall be treated as Liquidation
Proceeds and applied in accordance with the terms of the related Co-Lender Agreement and Section 3.06A of this Agreement.


 


Section
3.29      Appointment and Duties of the Operating Advisor.


 


(a)       Pentalpha
Surveillance LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times be an
Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard in
fulfilling its responsibilities and obligations under this Agreement.


 


(b)       The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s actions and decisions in respect of
Specially Serviced Loans (which review shall be performed in accordance with Section 3.09, Section 3.21, Section
3.24, Section 3.29 and Section 6.09, as applicable) and, solely in connection with Major Decisions as to which
the Operating Advisor has consultation rights following the occurrence and during the continuance of an Operating Advisor Consultation
Trigger Event, Performing Serviced Loans (in light of the Servicing Standard and the requirements of this Agreement), consult
with the Special Servicer regarding the Major Decisions and Asset Status Reports as contemplated by Section 3.29(f) and
perform each other obligation of the Operating Advisor as set forth in this Agreement, in each such case solely on behalf of the
Trust Fund and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole), and not any particular
Class of Certificateholders, as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment,
but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates
may have with any of the Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party or any of their respective Affiliates
(the “Operating Advisor Standard”). The Operating Advisor shall act solely as a contracting party to the extent
set forth in this Agreement and shall not owe any fiduciary duty to any party to this Agreement or any other Person in connection
with this Agreement. The Operating Advisor’s duties shall be limited to its specific obligations under this Agreement, and
the Operating Advisor shall have no duty or liability to any particular Class of Certificates or any Certificateholder. The Operating
Advisor is not a servicer or a sub-servicer and will not be charged with changing the outcome on any particular Specially
Serviced Loan or with respect to any Major Decision on which it consults for a Performing Serviced Loan. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that there could be multiple strategies to resolve any Specially
Serviced Loan and a variety of actions or decisions made with respect


 






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to any Major Decision and that the goal of the Operating
Advisor’s participation is to provide additional input relating to the Special Servicer’s compliance with the Servicing
Standard in making its determinations as to which strategy to execute. The Operating Advisor shall not owe any fiduciary duty
to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.


 


(c)       The
Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans
and, if an Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing Serviced Loans, (ii) each Final
Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating Advisor Consultation Trigger
Event exists, each other Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iv) each Major Decision
Reporting Package delivered by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) (A) in connection
with the Operating Advisor’s consultation rights with respect to the subject Major Decision regarding each Serviced Loan
if an Operating Advisor Consultation Trigger Event exists, and (B) with respect to the subject Major Decision regarding each Specially
Serviced Loan when an Operating Advisor Consultation Trigger Event does not exist, after the Special Servicer receives the Directing
Holder’s approval or deemed approval of such Major Decision Reporting Package, and (v) if specifically required to be delivered
to the Operating Advisor under this Agreement, such other reports, documents, certificates and other information prepared by the
Special Servicer and received by the Operating Advisor, as relate to the actions and decisions of the Special Servicer in respect
of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights, Performing Serviced Loans. To the extent not otherwise deliverable by the Special Servicer to the Operating Advisor hereunder
or available to the Operating Advisor on the Certificate Administrator’s Website, the Special Servicer shall: (i) concurrently
deliver to the Operating Advisor any and all reports provided by the Special Servicer to any of the other parties to this Agreement
or to any Certificateholder or Certificate Owner, in each case, to the extent that such reports relate to any Specially Serviced
Loan or any Major Decision with respect to which the Operating Advisor has consultation rights pursuant to Section 3.29(f)
of this Agreement (provided, that, for so long as an Operating Advisor Consultation Trigger Event does not exist, such
reports shall exclude any Major Decision Reporting Package that does not relate to a Specially Serviced Loan and any Asset Status
Report that is not a Final Asset Status Report); and (ii) grant the Operating Advisor adequate and timely access to information
and reports prepared by or otherwise in the possession of the Special Servicer necessary for the Operating Advisor to fulfill
its duties under this Agreement.


 


(d)       (i)
The Operating Advisor shall review the Special Servicer’s actions and decisions in light of the Servicing Standard and the
requirements of this Agreement, with respect to the applicable Specially Serviced Loan(s) and, solely in connection with Major
Decisions as to which the Operating Advisor has consultation rights pursuant to Section 3.29(f) of this Agreement, the
applicable Performing Serviced Loans.


 






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(ii)       Based
on the Operating Advisor’s review of the following information (to the extent delivered to the Operating Advisor or made
available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement and any
assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this
Agreement, as applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement;
any Major Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating Advisor Consultation
Trigger Event, any other Asset Status Report; any other reports made available to Privileged Persons on the Certificate Administrator’s
Website during the prior calendar year that the Operating Advisor is required to review pursuant to Section 3.29(c); and
any other information (other than any communications between the related Directing Holder, any Risk Retention Consultation Party
or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that
would be Privileged Information) prepared by the Special Servicer and delivered to the Operating Advisor under this Agreement,
the Operating Advisor shall (if, during the prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan
or (ii) there existed an Operating Advisor Consultation Trigger Event), and may (if, with respect to the prior calendar year,
the Operating Advisor deems it appropriate in its sole discretion exercised in good faith), prepare and deliver to the Depositor,
the Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor Annual Report on the Rule 17g-5 Information
Provider’s Website), the Trustee and the Certificate Administrator (who shall promptly post such Operating Advisor Annual
Report on the Certificate Administrator’s Website), within 120 days of the end of the prior calendar year an annual report
(the “Operating Advisor Annual Report”). The Operating Advisor Annual Report shall be substantially in the
form of Exhibit R of this Agreement (which form may be modified or altered as to either its organization or content by
the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement; provided, that
in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision
of this Agreement). The Operating Advisor Annual Report shall set forth the Operating Advisor’s assessment of the Special
Servicer’s performance of its duties under this Agreement during the prior calendar year. Subject to the restrictions in
this Agreement, including, without limitation, Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report
shall (A) state whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer
is performing its duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under
this Agreement, and (B) identify any material deviations with respect to such matters from (i) the Servicing Standard or (ii)
the Special Servicer’s obligations under this Agreement, and (C) comply with all of the confidentiality requirements applicable
to the Operating Advisor with respect to Privileged Information provided for in this Agreement (subject to any permitted exceptions
set forth in this Agreement), and (D) comply with the requirements with respect to reports of the operating advisor set forth
under Rule 7(b) of Regulation RR. In the


 






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event a lack of access to Privileged Information limits the Operating Advisor from performing
its duties under this Agreement, the Operating Advisor shall not be subject to any liability arising from its lack of access to
Privileged Information. Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator,
the Rule 17g-5 Information Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information
Provider shall promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website
and the Rule 17g-5 Information Provider’s Website, respectively; provided, however, that the Operating
Advisor shall deliver to the Special Servicer, the applicable Directing Holder and the Controlling Class Representative (at any
time that it is an applicable Directing Holder or Consulting Party), any annual report produced by the Operating Advisor at least
ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating Advisor
may, but shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the Special
Servicer or the Controlling Class Representative. In the event the Special Servicer is replaced during the prior calendar year,
the Operating Advisor shall only be required to prepare an Operating Advisor Annual Report relating to each entity that was acting
as Special Servicer as of December 31 of the prior calendar year and is continuing in such capacity through the date of such Operating
Advisor Annual Report. In preparing an Operating Advisor Annual Report, the Operator Advisor is not required to report on instances
of non-compliance with, or deviations from, the Servicing Standard or the Special Servicers’ obligations under this Agreement
that the Operating Advisor determines, in accordance the Operating Advisor Standard, to be immaterial. In connection with the
Operating Advisor Annual Report and the reviews provided for in Sections 3.29(b) and 3.29(d)(i), the Operating Advisor
shall perform its review on the basis of the Special Servicer’s performance of its duties with respect to Specially Serviced
Loans and, after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, with respect to
Major Decisions on Performing Serviced Loans, as well as the extent to which those duties were performed in accordance with the
Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement, any assessment
of compliance and any attestation report delivered to the Operating Advisor pursuant to Section 10.08, Section 10.09
and Section 10.10 of this Agreement, as applicable, or made available to the Operating Advisor on the Certificate Administrator’s
Website, any Asset Status Report, any Major Decision Reporting Package and other information (other than any communications between
the related Directing Holder, any Risk Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion Loan
Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) that the Operating Advisor
is required to review on the Certificate Administrator’s Website or that is prepared by the Special Servicer and delivered
or made available to the Operating Advisor pursuant to this Agreement.


 


(e)       After
the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable
Specially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net present


 






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value
used in the Special Servicer’s determination of the course of action to be taken in connection with the workout or liquidation
of such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or
additional information necessary in support thereof (including such additional information reasonably requested by the Operating
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


In
connection with this Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations
or the application of the non-discretionary portions of the applicable formulas required to be utilized for such calculation,
the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the applicable formulas in arriving at those mathematical
calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the
event the Operating Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of
such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement
and the Certificate Administrator shall determine which calculation is to apply. In making such determination, the Certificate
Administrator may hire an independent third-party to assist with any such calculation at the expense of the Trust Fund.


 


(f)       After
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall consult
(on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan
in accordance with Section 3.24, Section 6.09 and this Section 3.29 and (ii) each Asset Status Report in
accordance with Section 3.21, and, in each case, the Special Servicer shall consider any alternative courses of action
and any other feedback provided by the Operating Advisor.


 


(g)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions by
the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced
in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section
4.02(a) of this Agreement.


 


(h)       Subject
to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the related Directing Holder, any Risk Retention Consultation Party or any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative) in


 






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connection with the exercise of the rights of the related
Directing Holder, such Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this Agreement (including,
without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation,
order, judgment or decree requiring the disclosure of such Privileged Information.


 


(i)       The
Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any
Person (including Certificateholders other than the Controlling Class Representative or a Loan-Specific Controlling Class Representative),
other than (1) to the extent expressly required by this Agreement, to the other parties to this Agreement with a notice indicating
that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) when necessary to support,
and directly related to, specific findings or conclusions (i) in the Operating Advisor Annual Report or (ii) in connection with
a recommendation by the Operating Advisor for the replacement of the Special Servicer. Notwithstanding the foregoing, the Operating
Advisor, solely to the extent required in connection with its duties under this Agreement, will be permitted to share Privileged
Information with its Affiliates and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors of
the Operating Advisor agree in writing prior to their receipt of such Privileged Information to be bound by the same confidentiality
provisions applicable to the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties
hereto. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that
such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written
consent of the Special Servicer and, as applicable, any related Outside Controlling Note Holder (if a Serviced Outside Controlled
Loan Combination is involved), the Risk Retention Consultation Parties and/or, unless a Consultation Termination Event has occurred
and is continuing, the Controlling Class Representative other than pursuant to a Privileged Information Exception.


 


(j)       On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the
Mortgage Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and the applicable
Operating Advisor Fee accrued on a Mortgage Loan that is part of a Loan Combination or a Trust Subordinate Companion Loan from
collections on such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, on deposit in the related Loan Combination
Custodial Account, pursuant to Section 3.06(A) of this Agreement. In addition, the Operating Advisor Consulting Fee shall
be payable to the Operating Advisor (but only to the extent such fee is actually received from the related Mortgagor as a separately
identifiable fee) with respect to each Major Decision for which the Operating Advisor has consultation rights. Each of the Operating
Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided
in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee only to the extent such Operating
Advisor Consulting Fee is actually received from the related Mortgagor. If the Operating Advisor has consultation rights with
respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially
reasonable efforts consistent with the


 






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Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the
related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Loan Documents,
and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor into the Collection Account. The
Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer,
as applicable, shall consult (on a non-binding basis) with the Operating Advisor prior to any such waiver or reduction.


 


(k)       In
no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


 


Section
3.30      Rating Agency Confirmation.


 


(a)       Notwithstanding
the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this
Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted
to the Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such request
or provided a Rating Agency Declination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation
again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency within
five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation request
or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document or related intercreditor
agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under this Agreement relating
to the servicing of the Serviced Mortgage Loans and the Trust Subordinate Companion Loans (other than as set forth in clause (y)
or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect
to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer
is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans
and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer
Decision processed by the Special Servicer), as applicable) shall determine (with the consent of the applicable Directing Holder
(but only in the case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer
and deemed given if such Directing Holder does not respond within seven (7) Business Days of receipt of a request from the Special
Servicer to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in
accordance with the Servicing Standard, except as provided


 






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in Section 3.30(b), whether or not such action would be in accordance
with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master
Servicer or the Special Servicer, as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation
shall not apply; (y) with respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered
satisfied if: (1) the applicable replacement master servicer or special servicer, as applicable, is on S&P’s Select
Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P
is the non-responding Rating Agency; (2) the applicable replacement master servicer has a master servicer rating of at least
“CMS3” from Fitch or the applicable replacement special servicer has a special servicer rating of at least
“CSS3” from Fitch, if Fitch is the non-responding Rating Agency; (3) 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; and (z) with respect to a replacement or successor of the Operating Advisor, such condition
shall be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not cited
concerns regarding the replacement operating advisor as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other CMBS transaction with respect to which the replacement operating advisor acts as trust advisor or operating advisor
prior to the time of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating
the nature of the Rating Agency Confirmation request, and shall contain all back-up material reasonably necessary for the
Rating Agency to process such request, subject to Section 12.13. Such written Rating Agency Confirmation request shall
be provided in electronic format in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to
the Rating Agencies in accordance with Section 12.13(b).


 


Promptly
following the Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s
or the Special Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without
receiving any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable)
shall provide electronic written notice in accordance with Section 12.13(b) of the action taken for the particular item
at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required
to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


 






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(b)       For
the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by
the Requesting Party (or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable); provided, that the Master Servicer (with respect to Performing Serviced Loans
if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision
or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with
respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the
Special Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with
respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)       For
all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed
unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)       With
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to
the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not limited
to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the
Master Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation,


 






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shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information
Provider’s counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the
Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust),
at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format
as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least
two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule
17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and
(iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion
Loan Rating Agency Confirmation promptly following such request.


 


(e)       Each
of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee,
the certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust,
in each case to the extent known to it.


 


Section
3.31      General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with those
of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii)
no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall have
any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever against
any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s
having so acted in its own interests.


 


Section
3.32      Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means
as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by
the applicable loan name and loan file to loandata@citi.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.32 shall not be separately posted as Excluded Information on the
Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.32 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 4.02 (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.32 shall be posted on the Certificate Administrator’s Website in such a manner that an
Excluded Controlling Class Holder will only be prohibited from accessing Excluded Information with respect to those Excluded Controlling
Class Mortgage Loan(s) for


 






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which such Excluded Controlling Class Holder is a Borrower Party; provided that the foregoing
shall not be construed as an affirmative obligation for the Certificate Administrator to perform such segregation). When so posted,
the Excluded Controlling Class Holders shall be prohibited from accessing Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans on the Certificate Administrator’s Website. None of the Master Servicer, the Special Servicer or the
Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with this
Section 3.32 until such party has received written notice with respect to the related Excluded Controlling Class Mortgage
Loan in the form of Exhibit M-1C to this Agreement. Nothing set forth in this Agreement shall prohibit the Controlling
Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information
relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s
Website, such Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect
to the related Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information
in accordance with Section 4.02(e) of this Agreement.


 


Section
3.33      [RESERVED].


 


Section
3.34      Resignation Upon Prohibited Risk Retention Affiliation.


 


Under
Regulation RR, any Third Party Purchaser or Centre Third Party Purchaser is prohibited from being Risk Retention Affiliated with,
among other persons, the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer. As long as the prohibition referred to in the preceding sentence exists, upon the occurrence of (i) a Servicing Officer
of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual
knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk Retention
Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser or the Centre Third Party Purchaser (in such case,
an “Impermissible TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving
written notice by any other party to this Agreement, the Third Party Purchaser or the Centre Third Party Purchaser, as applicable,
any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, Certificate Administrator or the Trustee, as applicable,
is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining
actual knowledge that it is or has become an Affiliate (including a Risk Retention Affiliate) of the Third Party Purchaser, the
Centre Third Party Purchaser, any Sponsor or any other party to this Agreement (other than the Operating Advisor and Asset Representations
Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”), then,
in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and the other parties to this Agreement
and resign in accordance with Section 6.04, Section 8.07 or Section 11.03, as applicable. The resigning Impermissible
Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement,
the Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, provided
however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser or
Centre Third Party Purchaser acquiring an interest in such Impermissible Risk


 






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Retention Affiliate or an affiliate of such Impermissible
Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01      Distributions.


 


(a)           (i)
On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph
of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February if the final
Distribution Date occurs in such month) of each calendar year (commencing in 2020), pursuant to Section 3.23, the Certificate
Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein and shall
deposit any such amounts in the Lower-Tier REMIC Distribution Account (to the extent such Withheld Amounts relate to the Mortgage
Loans), the Woodlands Mall REMIC Distribution Account (to the extent such Withheld Amounts relate to the Woodlands Mall Trust
Subordinate Companion Loan) and the Centre REMIC Distribution Account (to the extent such Withheld Amounts relate to The Centre
Trust Subordinate Companion Loan), as applicable. On each Master Servicer Remittance Date, the Certificate Administrator shall
withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account any
Excess Liquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution
Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as
P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section
4.01(a) shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with
Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have
been transferred to the Woodlands Mall REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating
Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed
on the Woodlands Mall Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iii) and the last
paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to the Centre REMIC Distribution
Account from the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the
preceding sentences of this Section 4.01(a) shall be deemed distributed on the Centre Regular Interests to the Upper-Tier
REMIC, in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d). Thereafter, such amounts
shall be considered to be held in the Upper-Tier REMIC Distribution Account until distributed to the Certificateholders.


 


(ii)       All
distributions made in respect of interest on any Class of Non-Vertically Retained Pooled Principal Balance Certificates or
in respect of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC


 






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as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates on each Distribution
Date pursuant to Section 4.01(b) or Section 9.01, and allocable to any particular Component of such Class of Certificates
in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest.
All distributions made in respect of principal of any Class of Non-Vertically Retained Pooled Principal Balance Certificates
or in respect of principal of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to
the Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement hereto. All reimbursements (with interest) of applicable Realized Losses made in respect of any Class of Non-Vertically
Retained Pooled Principal Balance Certificates or in respect of the Class VRR Upper-Tier Regular Interest on each Distribution
Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with interest) of applicable Realized Losses, in
respect of its Corresponding Lower-Tier Regular Interest.


 


(iii)       All
distributions made in respect of interest on any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date
pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall
REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Woodlands Mall Regular Interest set forth in the
Preliminary Statement hereto. All distributions made in respect of principal of any Class of Woodlands Mall Loan-Specific
Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first
been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Woodlands
Mall Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable
Realized Losses made in respect of any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant
to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC
to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding
Woodlands Mall Regular Interest.


 


(iv)       All
distributions made in respect of interest on any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant
to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier
REMIC as interest in respect of its Corresponding Centre Regular Interest set forth in the Preliminary Statement hereto. All distributions
made in respect of principal of any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section
4.01(o) or Section 9.01 shall be deemed to 


 






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have
first been distributed from the Centre REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Centre Regular
Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable Realized
Losses made in respect of any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section
4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier
REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding Centre Regular
Interest.


 


(v)         On
each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier
REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate
Administrator as the holder of the Lower-Tier Regular Interests in accordance with Section 4.01(a)(ii) and the last
paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall receive distributions
of any amounts remaining in the Woodlands Mall REMIC Distribution Account in respect of the Woodlands Mall Residual Interest after
all payments have been made to the Certificate Administrator as the holder of the Woodlands Mall Regular Interests in accordance
with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class
R Certificates shall receive distributions of any amounts remaining in the Centre REMIC Distribution Account in respect of the
Centre Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Centre Regular
Interests in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d).


 


(b)           On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable
Realized Losses, to the extent of Pooled Available Funds on deposit therein, and distribute such amounts to the Holders of each
Class of Non-Vertically Retained Pooled Regular Certificates and to the Holders of the Class R Certificates in the amounts
and in the order of priority set forth below:


 


(i)           First,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class
X-A, Class X-B and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata in
accordance with, the respective Interest Distribution Amounts of those Classes;


 


(ii)         Second,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates in reduction of the respective Certificate Balances thereof in the following priority (subject to the penultimate
paragraph of this Section 4.01(b)):


 


(A)       to
the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, until the related Certificate


 






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Balance is reduced to the Class A-AB
Scheduled Principal Balance with respect to such Distribution Date;


 


(B)       to
the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)       to
the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 


(D)       to
the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)       to
the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero;


 


(F)       to
the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero;


 


(G)       to
the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero;


 


(iii)         Third,
to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously
allocated to each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date
each related Realized Loss was allocated to such Class;


 


(iv)        Fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 






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(v)           Fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(vi)          Sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


 


(vii)         Seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(viii)        Eighth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB
and Class A-S Certificates have been reduced to zero, to the Holders of the Class B Certificates, in reduction of the related
Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of
such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced
to zero;


 


(ix)           Ninth,
to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


 


(x)            Tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xi)          Eleventh,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction of
the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the
portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xii)         Twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


 






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(xiii)         Thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;







 


(xiv)        Fourteenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB,
Class A-S, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xv)         Fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


 


(xvi)        Sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xvii)       Seventeenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB,
Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(xviii)       Eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each
related Realized Loss was allocated to such Class;


 


(xix)         Nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


 


(xx)          Twentieth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB,
Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to the Holders of the Class F-RR
Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for
such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


 


(xxi)         Twenty-First,
to the Holders of the Class F-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such 


 






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Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


 


(xxii)        Twenty-Second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


 


(xxiii)       Twenty-Third,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB,
Class A-S, Class B, Class C, Class D, Class E and Class F-RR Certificates have been reduced to zero, to the Holders of
the Class G-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


 


(xxiv)       Twenty-Fourth,
to the Holders of the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class;


 


(xxv)        Twenty-Fifth,
to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


 


(xxvi)       Twenty-Sixth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB,
Class A-S, Class B, Class C, Class D, Class E, Class F-RR and Class G-RR Certificates have been reduced to zero, to
the Holders of the Class J-RR Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxvii)      Twenty-Seventh,
to the Holders of the Class J-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from
the date each related Realized Loss was allocated to such Class; and


 


(xxviii)     Last,
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining
portion of the Pooled Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal
payments described in clause (ii) above, remaining Pooled Available Funds at such level shall be distributed up to an amount equal
to the


 






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Principal Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-AB Certificates, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances (and the schedule for the Class A-AB principal distributions
shall be disregarded). Any remaining Pooled Available Funds will then be allocated as provided in clauses (iii) through (xxviii)
above.


 


All
distributions of interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section
4.01(b), shall be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component;
and (y) if there are multiple Components of such Class, in respect of all such Components, pro rata in accordance with
the respective amounts of interest that would be payable on such Components on such Distribution Date based on one-twelfth
of the Class X Strip Rate of each such Component multiplied by its respective Component Notional Amount, reduced by its share
of any Excess Prepayment Interest Shortfall with respect to the Mortgage Pool for such Distribution Date, together with any amounts
thereof remaining unpaid from previous Distribution Dates.


 


(c)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit therein, to the extent of the VRR Available Funds for such Distribution Date, and shall distribute such amounts to
the Holders of the Class VRR Certificates and the Class R Certificates in accordance with the following paragraph. In connection
therewith, for federal income tax purposes, the amounts distributed with respect to the Class VRR Certificates on any Distribution
Date in accordance with the following paragraph shall be deemed to have first been transferred to the Grantor Trust in respect
of the Class VRR Upper-Tier Regular Interest for the following purposes and in the following order of priority:


 


(i)            First,
to make distributions of interest on the Class VRR Upper-Tier Regular Interest, up to an amount equal to the VRR Interest
Distribution Amount for such Distribution Date;


 


(ii)           Second,
to make distributions in reduction of the Certificate Balance of the Class VRR Upper-Tier Regular Interest, up to an amount
equal to the VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Class
VRR Upper-Tier Regular Interest has been reduced to zero; and


 


(iii)          Third,
to reimburse (with interest) prior write-offs of the Certificate Balance of the Class VRR Upper-Tier Regular Interest,
up to an amount equal to the unreimbursed Realized Losses previously allocated to the Class VRR Upper-Tier Regular Interest,
plus interest in an amount equal to the VRR Realized Loss Interest Distribution Amount for such Distribution Date.


 


On
each Distribution Date, the Certificate Administrator shall apply the VRR Available Funds for such Distribution Date to make distributions
to the Holders of the VRR Interest for the following purposes and in the following order of priority:


 






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(i)            First,
distributions of interest on the VRR Interest, up to an amount equal to the VRR Interest Distribution Amount for such Distribution
Date;


 


(ii)           Second,
distributions in reduction of the Certificate Balance of the VRR Interest, up to an amount equal to the VRR Principal Distribution
Amount for such Distribution Date, until the outstanding Certificate Balance of the VRR Interest has been reduced to zero; and


 


(iii)          Third,
reimbursements (with interest) of prior write-offs of the Certificate Balance of the VRR Interest, up to an amount equal to
the unreimbursed Realized Losses previously allocated to the VRR Interest, plus interest in an amount equal to the VRR Realized
Loss Interest Distribution Amount for such Distribution Date; provided that, with respect to any Distribution Date, to
the extent that the VRR Available Funds for such Distribution Date exceeds the distributions to the Holders of the VRR Interest
on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii), the Certificate Administrator shall
distribute such excess to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest.


 


(d)          On
each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates and the
Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class D and Class E Certificates have been reduced to zero, amounts on deposit in the Upper-Tier REMIC Distribution
Account that represent the Non-Vertically Retained Percentage of each Yield Maintenance Charge (such portion of any Yield
Maintenance Charge, a “Non-Vertically Retained Yield Maintenance Charge”) collected on the Mortgage Loans
during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment
included in the Aggregate Pooled Available Funds for such Distribution Date) shall be distributed by the Certificate Administrator
to the Holders of the respective Classes of Non-Vertically Retained Pooled Regular Certificates (excluding the Class F-RR,
Class G-RR and Class J-RR Certificates) as follows: (A) first such Non-Vertically Retained Yield Maintenance Charge
shall be allocated between (i) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-AB, Class X-A and Class A-S Certificates, (ii) the group (the “YM Group
BC”) of the Class X-B, Class B and Class C Certificates and (iii) the group (the “YM Group DE”
and, collectively with the YM Group A and the YM Group BC, the “YM Groups”) of the Class X-D, Class D and
Class E Certificates, pro rata based on the aggregate amount of principal distributed with respect to the Class or Classes
of Non-Vertically Retained Pooled Principal Balance Certificates in each YM Group on such Distribution Date, and (B) then,
the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to each YM Group shall be further allocated
as among the Classes of Non-Vertically Retained Pooled Regular Certificates in such YM Group, in the following manner: (1)
each Class of Non-Vertically Retained Pooled Principal Balance Certificates in such YM Group shall entitle the applicable
Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically Retained Yield Maintenance
Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal to such Class of


 






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Non-Vertically Retained Pooled Principal Balance Certificates on such Distribution Date, and the denominator of which is the
total amount of principal distributed to all of the Non-Vertically Retained Pooled Principal Balance Certificates in such
YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Non-Vertically
Retained Pooled Principal Balance Certificates and (z) the portion of such Non-Vertically Retained Yield Maintenance Charge
allocated to such YM Group; and (2) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such
YM Group on any Distribution Date and remaining after such distributions with respect to the Non-Vertically Retained Pooled
Principal Balance Certificates contemplated by the preceding clause (1) shall be distributed to the Class of Class X Certificates
in such YM Group. If there is more than one Class of Non-Vertically Retained Pooled Principal Balance Certificates in any
YM Group entitled to distributions of principal on any particular Distribution Date on which Non-Vertically Retained Yield
Maintenance Charges collected on the Mortgage Loans are distributable to such Classes, then the aggregate portion of such Non-Vertically
Retained Yield Maintenance Charges allocated to such YM Group shall be allocated among all such Classes of Non-Vertically
Retained Pooled Principal Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements
in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence.


 


Notwithstanding
the foregoing provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount, the
Class X-B Notional Amount and the Class X-D Notional Amount and the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates
have been reduced to zero, all amounts on deposit in the Upper-Tier REMIC Distribution Account that represent Non-Vertically
Retained Yield Maintenance Charges collected on the Mortgage Loans during the related Collection Period (or, in the case of any
Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Pooled Available Funds for
such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the Class F-RR, Class G-RR
and Class J-RR Certificates (collectively, the “Subordinate YM Certificates”) as follows: each such Class
of Subordinate YM Certificates shall entitle the applicable Certificateholders to receive on the applicable Distribution Date
that portion of such Non-Vertically Retained Yield Maintenance Charge equal to the product of (x) a fraction, the numerator
of which is the amount distributed as principal to such Class of Subordinate YM Certificates on such Distribution Date, and the
denominator of which is the total amount of principal distributed to all of the Subordinate YM Certificates on such Distribution
Date, and (y) the total amount of Non-Vertically Retained Yield Maintenance Charges to be distributed on such Distribution
Date. If there is more than one Class of Subordinate YM Certificates entitled to distributions of principal on any particular
Distribution Date on which the Non-Vertically Retained Yield Maintenance Charges are distributable to such Classes, then the
aggregate amount of such Non-Vertically Retained Yield Maintenance Charges shall be allocated among all such Classes of Subordinate
YM Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those Non-Vertically
Retained Yield Maintenance Charges in accordance with the preceding sentence of this paragraph.


 


On
each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained
Percentage of each Yield Maintenance


 






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Charge collected on the Mortgage Loans during the related Collection Period (or, in the case
of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Pooled Available Funds
for such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the VRR Interest.


 


On
any Distribution Date, any Yield Maintenance Charges collected in respect of the Woodlands Mall Trust Subordinate Companion Loan
during the related Collection Period will be required to be distributed by the Certificate Administrator to the Holders of the
Woodlands Mall Loan-Specific Certificates in the following manner: (a) to the Holders of each Class of the Woodlands Mall
Non-VRR Certificates, on a pro rata and pari passu basis, in an amount equal to the product of (i) a fraction, the numerator
of which is the amount of principal distributed to such Class of Woodlands Mall Non-VRR Certificates on such Distribution Date
and the denominator of which is the total amount of principal distributed to the Holders of all the Woodlands Mall Non-VRR Certificates
on such Distribution Date; and (ii) the WM Non-VRR Percentage of such Yield Maintenance Charge; and (b) to the Holders of
the WMRR Interest, the WM-VRR Percentage of such Yield Maintenance Charges.


 


On
any Distribution Date, any Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan during
the related Collection Period will be required to be distributed by the Certificate Administrator to the Holders of the Centre
Loan-Specific Certificates in the following manner: to the Holders of each Class of the Centre Loan-Specific Certificates,
on a pro rata and pari passu basis, in an amount equal to the product of (x) a fraction, the numerator of which is the
amount of principal distributed to such Class of the Centre Loan-Specific Certificates on such Distribution Date and the denominator
of which is the total amount of principal distributed to the Holders of all the Centre Loan-Specific Certificates on such
Distribution Date; and (y) the amount of such Yield Maintenance Charge.


 


Any
portion of a Yield Maintenance Charge that is distributed to Holders of the Non-Vertically Retained Pooled Regular Certificates
on any Distribution Date shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular Interest) then receiving
a principal distribution, pro rata, based on the respective amounts of those principal distributions. Any portion of a
Yield Maintenance Charge that is distributed to the Holders of the VRR Interest on any Distribution Date shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Lower-Tier Regular
Interest and then from the Upper-Tier REMIC to the Grantor Trust in respect of the Class VRR Upper-Tier Regular Interest.
Any portion of a Yield Maintenance Charge that is distributed to Holders of any Class of Woodlands Mall Loan-Specific Certificates
on any Distribution Date shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC
in respect of its Corresponding Woodlands Mall Regular Interest set forth in the Preliminary Statement hereto. Any portion of
a Yield Maintenance Charge that is distributed to Holders of any Class of Centre Loan-Specific Certificates on any Distribution
Date shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC in respect of its Corresponding
Centre Regular Interest set forth in the Preliminary Statement hereto.


 


(e)       On
each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Pooled Available Funds for such Distribution
Date (determined


 






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without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient to pay all interest
and principal due and owing to, and to reimburse (with interest thereon) all previously allocated Realized Losses reimbursable
to, the Holders of the Non-Vertically Retained Pooled Regular Certificates on such Distribution Date pursuant to Section
4.01(b). If the Certificate Administrator determines that such Pooled Available Funds (as so determined) would not be sufficient
to make such payments and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds
Reserve Account and deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date
an amount (to be included in the Aggregate Pooled Available Funds for the related Distribution Date for allocation between the
Vertically Retained Certificates and the Non-Vertically Retained Pooled Regular Certificates) equal to the lesser of (i) all
amounts then on deposit in the Excess Liquidation Proceeds Reserve Account and (ii) the sum of (A) the amount of the applicable
insufficiency in such Pooled Available Funds and (B) the VRR Allocation Percentage of the amount described in the immediately
preceding sub-clause (A). The Certificate Administrator may also withdraw funds from the Excess Liquidation Proceeds Reserve
Account in order to make distributions to the Holders of the Class R Certificates in accordance with the last sentence of Section
3.05(c) of this Agreement.


 


(f)       The
Certificate Balance of each Class of Non-Vertically Retained Pooled Principal Balance Certificates shall be reduced without
distribution on any Distribution Date, as a write-off, to the extent of any applicable Realized Loss allocated to such Class
of Certificates, on such Distribution Date. On each Distribution Date, any Realized Loss with respect to the Non-Vertically Retained
Pooled Principal Balance Certificates for such Distribution Date shall be allocated to the following Classes of Non-Vertically
Retained Pooled Principal Balance Certificates in the following order, until the Certificate Balance of each such Class of Certificates
is reduced to zero: first, to the Class J-RR Certificates; second, to the Class G-RR Certificates; third,
to the Class F-RR Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth,
to the Class C Certificates; seventh, to the Class B Certificates; eighth, to the Class A-S Certificates; and,
finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates,
(iv) Class A-4 Certificates, (iv) Class A-5 Certificates and (vi) Class A-AB Certificates based on their respective
Certificate Balances.


 


On
each Distribution Date, any Realized Loss with respect to the VRR Interest for such Distribution Date shall be allocated to the
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 Realized Loss. If any Realized
Loss with respect to VRR Interest is so allocated to the Class VRR Upper-Tier Regular Interest on any Distribution Date, then
such Realized Loss shall, in turn, be allocated to the VRR Interest in reduction of the Certificate Balance thereof until the
Certificate Balance thereof is reduced to zero.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii),
the Lower-Tier Principal Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions)
shall be deemed reduced as a result of applicable Realized Losses, to equal the


 






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Certificate Balance of its Corresponding Certificates
(or, in the case of the Class LVRR Lower-Tier Regular Interest, the Certificate Balance of the Class VRR Upper-Tier Regular
Interest) that will be outstanding immediately following such Distribution Date.


 


The
Notional Amount of the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced
to reflect reductions of the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB and Class A-S Certificates and of the Lower-Tier Principal Balances of the Class LA-1, Class LA-2,
Class LA-3, Class LA-4, Class LA-5, Class LA-AB and Class LA-S Lower-Tier Regular Interests, in any event
resulting from allocations of Realized Losses. The Notional Amount of the Class X-B Certificates and the Component Notional
Amounts of the Class X-B Components will be reduced to reflect reductions of the Certificate Balances of the Class B and Class
C Certificates and of the Lower-Tier Principal Balances of the Class LB and Class LC Lower-Tier Regular Interests, in
any event resulting from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates and the Component
Notional Amounts of the Class X-D Components will be reduced to reflect reductions of the Certificate Balances of the Class
D and Class E Certificates and of the Lower-Tier Principal Balances of the Class LD and Class LE Lower-Tier Regular Interests,
in any event resulting from allocations of Realized Losses.


 


The
Certificate Balance of each Class of Woodlands Mall Non-VRR Certificates shall be reduced without distribution on any Distribution
Date, as a write off, to the extent of any applicable WM Non-VRR Realized Loss allocated to such Class of Certificates, on such
Distribution Date. On each Distribution Date, any Non-VRR Realized Loss with respect to the Woodlands Mall Non-VRR Certificates
for such Distribution Date shall be allocated to the following Classes of Woodlands Mall Non-VRR Certificates in the following
order, until the Certificate Balance of each such Class of Certificates is reduced to zero: first, to the Class WM-C
Certificates; second, to the Class WM-B Certificates; and third, to the Class WM-A Certificates.


 


On
each Distribution Date, any WMRR Realized Loss with respect to the WMRR Interest for such Distribution Date shall be allocated
to the WMRR Interest; and, in connection therewith, the Certificate Balance of the WMRR Interest shall be reduced without distribution,
as a write off, to the extent of such WMRR Realized Loss.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the Woodlands Mall Regular Interests pursuant to Section 4.01(a)(iii),
the Woodlands Mall Principal Balance of each Woodlands Mall Regular Interest (after taking account of such deemed distributions)
shall be deemed reduced as a result of applicable Realized Losses allocated to its Corresponding Certificates, to equal the Certificate
Balance of its Corresponding Certificates that will be outstanding immediately following such Distribution Date.


 


The
Certificate Balance of each Class of Centre Loan-Specific Certificates shall be reduced without distribution on any Distribution
Date, as a write off, to the extent of any applicable Realized Loss allocated to such Class of Certificates, on such Distribution
Date. On each Distribution Date, any Realized Loss with respect to the Centre Loan-Specific Certificates for such Distribution
Date shall be allocated to the following Classes of Centre Loan-Specific Certificates


 






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in the following order, until the Certificate
Balance of each such Class of Certificates is reduced to zero: first, to the Class TCRR Certificates; second, to
the Class TC-E Certificates; third, to the Class TC-D Certificates; fourth, to the Class TC-C Certificates; fifth,
to the Class TC-B Certificates; and sixth, to the Class TC-A Certificates.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the Centre Regular Interests pursuant to Section 4.01(a)(iv), the
Centre Principal Balance of each Centre Regular Interest (after taking account of such deemed distributions) shall be deemed reduced
as a result of applicable Realized Losses allocated to its Corresponding Certificates, to equal the Certificate Balance of its
Corresponding Certificates that will be outstanding immediately following such Distribution Date.


 


(g)       Distributions
in reimbursement of Realized Losses previously allocated to the respective Classes of the Pooled Principal Balance Certificates
and deemed distributions in reimbursement of Pooled Realized Losses previously allocated to the Class VRR Upper-Tier Regular
Interest shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c), as applicable.
If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate Principal Distribution
Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the
Collection Period during which the recovery occurred): (i) the Non-Vertically Retained Percentage of the amount of such recovery
will be added to the Certificate Balance(s) of the Class or Classes of Non-Vertically Retained Pooled Principal Balance Certificates
that previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b)
of this Agreement, in each case up to the lesser of (A) the unallocated portion of the Non-Vertically Retained Percentage
of the amount of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject Class
of Non-Vertically Retained Pooled Principal Balance Certificates, and the Interest Shortfall with respect to each affected
Class of Non-Vertically Retained Pooled Regular Certificates for the next Distribution Date will be increased by the aggregate
amount of interest that would have accrued through the then current Distribution Date if the restored write-down for such
reimbursed Class of Non-Vertically Retained Pooled Principal Balance Certificates had never been written down; and (ii) the
Vertically Retained Percentage of the amount of such recovery will be added to the Certificate Balance of the Class VRR Upper-Tier
Regular Interest (and, accordingly, the VRR Interest) up to the lesser of (A) the Vertically Retained Percentage of the amount
of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the Class VRR Upper-Tier Regular
Interest (and, accordingly, the VRR Interest), and the interest payable on the Class VRR Upper-Tier Regular Interest (and,
accordingly, the VRR Interest) will be deemed increased by the VRR Allocation Percentage of any contemporaneous increases in interest
payable on the Non-Vertically Retained Pooled Regular Certificates pursuant to clause (i) of this sentence. To the extent
that the Certificate Balance of, and/or any interest payable on, any Class of Pooled Regular Certificates or any Component thereof
or the Class VRR Upper-Tier Regular Interest is so increased or deemed increased, an identical increase shall be deemed made
to the


 






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Lower-Tier Principal Balance of, and any interest payable on, the Corresponding Lower-Tier Regular Interest. If
the Certificate Balance of the Class VRR Upper-Tier Regular Interest is increased as contemplated above in this paragraph,
then the Certificate Balance of the VRR Interest shall be increased by such increase in the Certificate Balance of the Class VRR
Upper-Tier Regular Interest. If the Certificate Balance of any Class of Pooled Principal Balance Certificates or the Class
VRR Upper-Tier Regular Interest (or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased,
the amount of unreimbursed applicable Realized Losses in respect of such Class of Pooled Principal Balance Certificates or the
Class VRR Upper-Tier Regular Interest (or such Lower-Tier Regular Interest), as the case may be, shall be decreased by
such amount, and any interest accrued on the amount of such unreimbursed applicable Realized Losses so decreased shall be deemed
not to exist.


 


Distributions
in reimbursement of WM Non-VRR Realized Losses previously allocated to the respective Classes of the Woodlands Mall Non-VRR Certificates
and distributions in reimbursement of WMRR Realized Losses previously allocated to the WMRR Interest shall be made in the amounts
and manner specified in Section 4.01(m) or Section 4.01(n), as applicable. If and to the extent that any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal collections on the Woodlands Mall Trust Subordinate Companion
Loan and previously resulted in a reduction of the Woodlands Mall Principal Distribution Amount are subsequently recovered on
the Woodlands Mall Trust Subordinate Companion Loan or related REO Property, then (on the Distribution Date related to the Collection
Period during which the recovery occurred): (i) the Non Vertically Retained Percentage of the amount of such recovery will be
added to the Certificate Balance(s) of the Class or Classes of Woodlands Mall Non-VRR Certificates that previously were allocated
WM-Non-VRR Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(m) of this Agreement,
in each case up to the lesser of (A) the unallocated portion of the WM Non-VRR Percentage of the amount of such recovery and (B)
the amount of the unreimbursed WM Non-VRR Realized Losses previously allocated to the subject Class of Woodlands Mall Non-VRR
Certificates, and the Woodlands Mall Interest Shortfall with respect to each affected Class of Woodlands Mall Non-VRR Certificates
for the next Distribution Date shall be increased by the aggregate amount of interest that would have accrued through the then
current Distribution Date if the restored write down for such reimbursed Class of Woodlands Mall Non-VRR Certificates had never
been written down; and (ii) the WM-VRR Percentage of the amount of such recovery will be added to the Certificate Balance of the
Class WMRR Upper Tier Regular Interest (and, accordingly, the WMRR Interest) up to the lesser of (A) the WM-VRR Percentage of
the amount of such recovery and (B) the amount of the unreimbursed WMRR Realized Losses previously allocated to the WMRR Interest
and the interest payable on the WMRR Interest will be deemed increased by the WMRR Allocation Percentage of any contemporaneous
increases in interest payable on the Woodlands Mall Non-VRR Certificates pursuant to clause (i) of this sentence. To the extent
that the Certificate Balance of, and/or any interest payable on, any Class of Woodlands Mall Non-VRR Certificates or the WMRR
Interest is so increased or deemed increased, an identical increase shall be deemed made to the Woodlands Mall Principal Balance
of, and any interest payable on, the Corresponding Woodlands Mall Regular Interest. If the Certificate Balance of any Class of
Woodlands Mall Non-VRR Certificates or the WMRR Interest (or the Woodlands Mall Principal Balance of any Woodlands Mall Regular
Interest) is so increased, the amount of unreimbursed applicable Realized Losses in respect of such Class of Woodlands Mall Non-VRR
Certificates or the WMRR Interest (or such Woodlands Mall


 






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Regular Interest), as the case may be, shall be decreased by such amount,
and any interest accrued on the amount of such unreimbursed applicable Realized Losses so decreased shall be deemed not to exist.


 


Distributions
in reimbursement of Realized Losses previously allocated to the respective Classes of the Centre Loan-Specific Certificates shall
be made in the amounts and manner specified in Section 4.01(o). If and to the extent that any Nonrecoverable Advances (plus
interest on such Nonrecoverable Advances) that were reimbursed from principal collections on The Centre Trust Subordinate Companion
Loan (including any successor REO Companion Loan with respect thereto) and previously resulted in a reduction of the Centre Principal
Distribution Amount are subsequently recovered on The Centre Trust Subordinate Companion Loan or related REO Property, then (on
the Distribution Date related to the Collection Period during which the recovery occurred): (i) the amount of such recovery shall
be added to the Certificate Balance(s) of the Class or Classes of Centre Loan-Specific Certificates that previously were allocated
applicable Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(o) of this Agreement,
in each case up to the lesser of (A) the unallocated portion of the amount of such recovery and (B) the amount of the unreimbursed
applicable Realized Losses previously allocated to the subject Class of Centre Loan-Specific Certificates, and (ii) the Centre
Interest Shortfall with respect to each affected Class of Centre Loan-Specific Certificates for the next Distribution Date shall
be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write
down for the reimbursed Class of Centre Loan-Specific Certificates had never been written down. To the extent that the Certificate
Balance of, and/or any interest payable on, any Class of Centre Regular Certificates or any Component thereof is so increased
or deemed increased, an identical increase shall be deemed made to the Centre Principal Balance of, and any interest payable on,
the Corresponding Centre Regular Interest. If the Certificate Balance of any Class of Centre Loan-Specific Certificates (or the
Centre Principal Balance of any Centre Regular Interest) is increased as contemplated above in this paragraph, then the amount
of unreimbursed applicable Realized Losses in respect of such Class of Centre Loan-Specific Certificates (or such Centre Regular
Interest) shall be decreased by such amount, and any interest accrued on the amount of such unreimbursed applicable Realized Losses
so decreased shall be deemed not to exist.


 


(h)       All
amounts distributable, or reductions allocable on account of Realized Losses, to a Class of Certificates pursuant to this Section
4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based
on their respective Percentage Interests. Such distributions shall be made by the Certificate Administrator on each Distribution
Date other than the Termination Date to each Certificateholder of record at the close of business on the related Record Date by
wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator
with written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such


 






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agent) that is specified in a notice to Certificateholders of the pendency of the final distribution. The Certificate
Administrator shall be responsible for making all distributions on the Certificates contemplated hereunder.


 


(i)            Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall,
no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination
Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such
Class of Certificates, on such date a notice to the effect that:


 


(i)       the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)       if
such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or on the Corresponding
Lower-Tier Regular Interest, Corresponding Woodlands Mall Regular Interest or Corresponding Centre Regular Interest, as applicable,
from and after such Distribution Date; provided, however, that the Class R Certificates shall remain outstanding
until there is no other Class of Certificates outstanding.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
4.01(i) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice
not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through
an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable
to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(i). Any funds not distributed on such


 






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Distribution Date shall be set aside and held uninvested in
trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner.


 


(j)       The
Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage Pool
for each Distribution Date will be allocated among the various Classes of Non-Vertically Retained Pooled Regular Certificates,
pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Non-Vertically Retained
Pooled Regular Certificates for such Distribution Date, and the Vertically Retained Percentage of the Excess Prepayment Interest
Shortfall, if any, for each Distribution Date will be deemed allocated to the Class VRR Upper-Tier Regular Interest (and,
accordingly, the VRR Interest). The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable
to a Class of Class X Certificates shall, in turn, be allocated among the various Components of such Class of Class X Certificates,
pro rata, based upon the respective amounts of Accrued Component Interest with respect to such Components for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to any Class of Non-Vertically
Retained Pooled Principal Balance Certificates, the Class VRR Upper-Tier Regular Interest or any Component of a Class of Class
X Certificates shall be deemed to have first been allocated to the Corresponding Lower-Tier Regular Interest for such Class
of Non-Vertically Retained Pooled Principal Balance Certificates, the Class VRR Upper-Tier Regular Interest or such Component,
as applicable.


 


The
WM Non-VRR Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Woodlands Mall Trust Subordinate
Companion Loan for each Distribution Date will be allocated among the various Classes of Woodlands Mall Non-VRR Certificates,
pro rata, based upon the respective Woodlands Mall Interest Accrual Amounts with respect to such Classes of Woodlands Mall
Non-VRR Certificates for such Distribution Date, and the WM VRR Percentage of any such Excess Prepayment Interest Shortfall, if
any, for each Distribution Date shall be deemed allocated to the WMRR Interest. The portion of any Excess Prepayment Interest
Shortfall with respect to the Woodlands Mall Trust Subordinate Companion Loan for any Distribution Date so allocated to any Class
of Woodlands Mall Non-VRR Certificates or the WMRR Interest shall be deemed to have first been allocated to the Corresponding
Woodlands Mall Regular Interest for such Class of Woodlands Mall Non-VRR Certificates or the WMRR Interest, as applicable.


 


The
Excess Prepayment Interest Shortfall, if any, with respect to The Centre Trust Subordinate Companion Loan for each Distribution
Date will be allocated among the various Classes of Centre Loan-Specific Certificates, pro rata, based upon the respective
Centre Interest Accrual Amounts with respect to such Classes of Centre Loan-Specific Certificates for such Distribution Date.
The portion of any Excess Prepayment Interest Shortfall with respect to The Centre Trust Subordinate Companion Loan for any Distribution
Date so allocated to any Class of Centre Loan-Specific Certificates shall be deemed to have first been allocated to the Corresponding
Centre Regular Interest for such Class of Centre Loan-Specific Certificates.


 


(k)       On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage
Loan that is an Outside Serviced Mortgage Loan, received as of the


 






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close of business on the Business Day immediately preceding
the related Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute
such Excess Interest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Vertically Retained Percentage
of such Excess Interest; and (ii) to the Holders of the VRR Interest in an amount equal to the Vertically Retained Percentage
of such Excess Interest.


 


(l)           The
various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections of, or multiple
clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution to the Holders
of such Class of Certificates on such Distribution Date.


 


(m)         On
each Distribution Date, the Certificate Administrator will apply amounts on deposit in the Upper-Tier REMIC Distribution Account
equal to the product of (i) the Woodlands Mall Available Funds and (ii) the WM-Non-VRR Percentage, in the following order
of priority:


 


(i)            First,
to the Holders of the Class WM-A Certificates, in respect of interest, up to an amount equal to the Woodlands Mall Interest
Distribution Amount for such Class;


 


(ii)           Second,
to the Holders of the Class WM-A Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Woodlands Mall Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class WM-A Certificates
has been reduced to zero;


 


(iii)          Third,
to the Holders of the WM-A Certificates, up to an amount equal to the aggregate of unreimbursed WM Realized Losses previously
allocated to such Class;


 


(iv)          Fourth,
to the Holders of the Class WM-B Certificates, in respect of interest, up to an amount equal to the Woodlands Mall Interest
Distribution Amount of such Class;


 


(v)           Fifth,
to the Holders of the Class WM-B Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Woodlands Mall Principal Distribution Amount for such Distribution Date less amounts of such Woodlands Mall Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(vi)          Sixth,
to the Holders of the Class WM-B Certificates, up to an amount equal to the aggregate of unreimbursed WM Realized Losses
previously allocated to such Class;


 


(vii)         Seventh,
to the Holders of the Class WM-C Certificates, in respect of interest, up to an amount equal to the Woodlands Mall Interest
Distribution Amount of such Class;


 






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(viii)        Eighth,
to the Holders of the Class WM-C Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Woodlands Mall Principal Distribution Amount for such Distribution Date less amounts of such Woodlands Mall Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(ix)          Ninth,
to the Holders of the Class WM-C Certificates, up to an amount equal to the aggregate of unreimbursed WM Realized Losses
previously allocated to such Class; and


 


(x)           Tenth,
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining
portion of the Woodlands Mall Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.


 


(n)          On
each Distribution Date, for so long as the Certificate Balance of the WMRR Interest has not been reduced to zero, the Certificate
Administrator shall apply amounts on deposit in the Upper-Tier REMIC Distribution Account for distribution to the WMRR Interest,
to the extent of the WMRR Available Funds, in the following order of priority:


 


(i)            First,
to the WMRR Interest, in respect of interest, up to an amount equal to the WMRR Interest Distribution Amount for such Distribution
Date;


 


(ii)           Second,
to the WMRR Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the WMRR Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of the WMRR Interest has been reduced to zero; and


 


(iii)          Third,
to reimburse (with interest) prior write-offs of the Certificate Balance of the WMRR Interest, up to an amount equal to the
unreimbursed Applied WMRR Realized Loss Amounts previously allocated to the WMRR Interest, plus interest in an amount equal to
the WMRR Realized Loss Interest Distribution Amount for such Distribution Date;


 


provided,
however, that to the extent any WMRR Available Funds remain in the Distribution Account after applying amounts as set forth
in clauses First through Third above, any such amounts shall be disbursed to the Class R Certificates in compliance
with the Code and applicable REMIC Regulations.


 


(o)          On
each Distribution Date, the Certificate Administrator will apply amounts on deposit in the Upper-Tier REMIC Distribution Account,
to the extent of the Centre Available Funds, in the following order of priority:


 


(i)            First,
to the Holders of the Class TC-A Certificates, in respect of interest, up to an amount equal to the Centre Interest Distribution
Amount for such Class;


 






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(ii)           Second,
to the Holders of the Class TC-A Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Centre Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class TC-A Certificates
has been reduced to zero;


 


(iii)          Third,
to the Holders of the TC-A Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class;


 


(iv)          Fourth,
to the Holders of the Class TC-B Certificates, in respect of interest, up to an amount equal to the Centre Interest Distribution
Amount for such Class;


 


(v)           Fifth,
to the Holders of the Class TC-B Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Centre Principal Distribution Amount for such Distribution Date less amounts of such Centre Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(vi)          Sixth,
to the Holders of the Class TC-B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 


(vii)         Seventh,
to the Holders of the Class TC-C Certificates, in respect of interest, up to an amount equal to the Centre Interest Distribution
Amount for such Class;


 


(viii)        Eighth,
to the Holders of the Class TC-C Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Centre Principal Distribution Amount for such Distribution Date less amounts of such Centre Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(ix)           Ninth,
to the Holders of the Class TC-C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 


(x)            Tenth,
to the Holders of the Class TC-D Certificates, in respect of interest, up to an amount equal to the Centre Interest Distribution
Amount for such Class;


 


(xi)           Eleventh,
to the Holders of the Class TC-D Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Centre Principal Distribution Amount less amounts of such Centre Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;


 






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(xii)          Twelfth,
to the Holders of the Class TC-D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 


(xiii)         Thirteenth,
to the Holders of the Class TC-E Certificates, in respect of interest, up to an amount equal to the Centre Interest Distribution
Amount for such Class;


 


(xiv)         Fourteenth,
to the Holders of the Class TC-E Certificates, in reduction of the Certificate Balance thereof, in an amount up to the
Centre Principal Distribution Amount less amounts of such Centre Principal Distribution Amount distributed pursuant to all prior
clauses, until the Certificate Balance of such Class is reduced to zero;


 


(xv)          Fifteenth,
to the Holders of the Class TC-E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 


(xvi)         Sixteenth,
to the Holders of the Class TCRR Certificates, in respect of interest, up to an amount equal to the Centre Interest Distribution
Amount for such Class;


 


(xvii)        Seventeenth,
to the Holders of the Class TCRR Certificates, in reduction of the Certificate Balance thereof, in an amount up to the Centre
Principal Distribution Amount less amounts of such Centre Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Class is reduced to zero;


 


(xviii)       Eighteenth,
to the Holders of the Class TCRR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously
allocated to such Class; and


 


(xix)        Nineteenth,
to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of any remaining
portion of the Centre Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution Account.


 


Section
4.02      Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)       Based
on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the
Certificate Administrator shall provide or make available a report, including reports in substantially the form attached hereto
as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the following information:


 






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(A)       the
amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Balance thereof;


 


(B)       the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to (A)
an Interest Distribution Amount (or, if applicable, the VRR Interest Distribution Amount), (B) Yield Maintenance Charges and (C)
Excess Interest;


 


(C)       the
amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)       the
aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and
the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect
to each Mortgage Loan as of the related Determination Date;


 


(E)       the
aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by or
paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)       the
aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)       the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the outstanding
Mortgage Loans, at the close of business on the related Determination Date;


 


(H)       as
of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B) delinquent
two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans but are not
delinquent or (F) as to which foreclosure proceedings have been commenced;


 


(I)       the
aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)       with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to the
Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage


 






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Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


(K)       as
to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Aggregate Pooled Available Funds for such Distribution Date;


 


(L)       with
respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as of the
close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book value
of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other
amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included in the Aggregate
Pooled Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 


(M)       with
respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of during
the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other
amounts, if any, received in respect of such REO Property during the related Collection Period, the portion thereof included in
the Aggregate Pooled Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account
for such Distribution Date;


 


(N)       the
Interest Distribution Amount in respect of each Class of Non-Vertically Retained Pooled Regular Certificates for such Distribution
Date, and the VRR Interest Distribution Amount for such Distribution Date;


 


(O)       any
unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Pooled Regular Certificates after
giving effect to the distributions made on such Distribution Date;


 


(P)       the
Pass-Through Rate for each Class of Non-Vertically Retained Pooled Regular Certificates for such Distribution Date;


 


(Q)       the
original Certificate Balance or Notional Amount as of the Closing Date and the Certificate Balance or Notional Amount, as the
case may be, of each Class of Non-Vertically Retained Pooled Regular Certificates and the VRR Interest immediately before
and immediately after such Distribution Date, separately identifying any reduction in the


 






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Certificate Balance or Notional Amount,
as the case may be, of each such Class of Certificates due to Realized Losses;


 


(R)       the
Certificate Factor for each Class of Principal Balance Certificates and Class X Certificates immediately following such Distribution
Date;


 


(S)       the
Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution Date;


 


(T)       the
aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)       the
aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust Fund
during the related Collection Period, and any Realized Loss for such Distribution Date;


 


(V)       any
Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction
Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


 


(W)       identification
of any material modification, extension or waiver of a Mortgage Loan;


 


(X)       identification
of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage
Loan Seller;


 


(Y)       the
identity of the Operating Advisor;


 


(Z)       the
amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property
Royalty License Fee paid with respect to such Distribution Date;


 


(AA)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(BB)    the
identity of the Controlling Class;


 


(CC)    the
identity of the Controlling Class Representative;


 


(DD)    such
additional information as contemplated by Exhibit D to this Agreement; and


 






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(EE)     the
information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund that
were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan
Purchase Agreements.


 


In
the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar
amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum denomination.
The form of any Distribution Date Statement may change over time.


 


On
each Distribution Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to
each Holder of a Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution
Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect
of the related Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have
been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the Code as
from time to time in force. Subject to any potential liability for willful misconduct, bad faith or negligence under Sections
6.01, 6.03, 8.01 or 8.05, applicable, none of the Master Servicer, the Special Servicer, the Trustee
or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by or
on behalf of a Mortgagor (or a third party on its behalf), any Mortgage Loan Seller (including the information in the Prospectus),
another party to this Agreement or a party to an Outside Servicing Agreement that is included in any reports, statements, materials
or information prepared or provided by it.


 


The
Certificate Administrator shall make available each month via the Certificate Administrator’s Website, to any Privileged
Person (or, in the case of item (vii) below, solely to Certificateholders and Certificate Owners, and provided that the
Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings
referred to below (collectively, the “Public Documents”) will be available to the general public, and provided
further that any Privileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except
as otherwise provided herein with respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling
Class Representative), the following items:


 


(i)          the
following “deal documents”:


 


(A)       the
Prospectus;


 


(B)       this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)       CREFC®
Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 






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(ii)          the
following “Commission EDGAR filings”:


 


(A)       any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


 


(iii)         the
following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)       the
Distribution Date Statements;


 


(B)       the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate
Administrator has received such report or file; and


 


(C)       all
Operating Advisor Annual Reports;


 


(iv)        the
following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(A)       the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section
3.21 of this Agreement;


 


(B)       any
inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the
Certificate Administrator pursuant to Section 3.18 of this Agreement;


 


(C)       any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(D)       any
notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage Loan,
including the related CREFC® Appraisal Reduction Template;


 


(v)          the
following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)       notice
of any release based on an environmental release under this Agreement;


 


(B)       notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)       notice
of final payment on the Certificates;


 






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(D)       all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Certificateholders
of the termination of the Master Servicer or the Special Servicer;


 


(E)       notice
of termination or resignation of the Master Servicer or the Special Servicer;


 


(F)       notice
of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor Trustee
or the successor Certificate Administrator, as applicable;


 


(G)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement or the Asset Representations
Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)       any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(I)        notice
of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance of appointment
by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 


(J)        notice
of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final Asset
Review Report received by the Certificate Administrator;


 


(K)       any
notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


 


(L)       any
and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(M)      notice
of the termination of the Trust;


 


(N)       any
notice that a Control Termination Event, a Woodlands Mall Control Appraisal Period or a Centre Control Appraisal Period has occurred
or is terminated or that a Consultation Termination Event or an Operating Advisor Consultation Trigger Event has occurred;


 






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(O)       any
notice of the occurrence of an Operating Advisor Termination Event;


 


(P)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)       any
assessments of compliance delivered to the Certificate Administrator;


 


(R)       any
attestation reports delivered to the Certificate Administrator;


 


(S)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s Website pursuant
to Section 5.07; and


 


(T)       any
Proposed Course of Action Notice;


 


(vi)         the
Investor Q&A Forum;


 


(vii)        solely
to Certificateholders and Certificate Owners that are Privileged Persons, the Investor Registry; and


 


(viii)       the
“Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor
regarding non-compliance by the Third Party Purchaser, DBNY, JPMCB or the Centre Retaining Third Party Purchaser with, or
any other matter related to, Regulation RR);


 


provided
that, with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Mortgage Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Mortgage Loan.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement
shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing
any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class
Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available
to such Controlling Class Representative or Controlling Class Certificateholder via the Certificate Administrator’s Website,
such Controlling Class Representative or Controlling


 






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Class Certificateholder that is not a Borrower Party with respect to the
related Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such information in accordance
with Section 4.02(e) of this Agreement.


 


Notwithstanding
any of the foregoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any
Mortgage Loan or Serviced Loan Combination, the Special Servicer shall nevertheless have access to the Certificate Administrator’s
Website; provided, that the Special Servicer (i) shall not, directly or indirectly provide any information related to any
Excluded Special Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded
Special Servicer Mortgage Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any
of its Affiliates involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in
any related Borrower Party or the related Mortgaged Property, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. Notwithstanding any provision
to the contrary herein, the Certificate Administrator shall not have any obligation to restrict access by the Special Servicer
or any Excluded Mortgage Loan Special Servicer to any information on the Certificate Administrator’s Website related to
any Excluded Special Servicer Mortgage Loan.


 


Any
Person that is a Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class
Representative or a Controlling Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical
form of an Investor Certification substantially in the form of Exhibit M-1C and a notice in the form of Exhibit
M-1F hereto certifying to the effect that it is an Excluded Controlling Class Holder and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit M-1G, which shall
include each of the CitiDirect Login User ID associated with such Excluded Controlling Class Holder, all information (other than
Excluded Information related to the Excluded Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded
Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party)) available on the Certificate Administrator’s
Website.


 


In
the case of the Controlling Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit M-1B hereto certifying to the
effect that it is not an Excluded Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer,
Operating Advisor, Certificate Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit
M-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such
Person is not an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor
Certification in the form of Exhibit M-1C hereto from the Controlling Class Representative or a Controlling 


 






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Class
Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded
Controlling Class Mortgage Loan(s). In the event the Controlling Class Representative or a Controlling Class Certificateholder,
as the case may be, becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form
of Exhibit M-1F to the effect that such party is an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Mortgage Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially
in the form of Exhibit M-1G listing the CitiDirect Login User ID associated with such Excluded Controlling Class Holder
and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator
that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially
in the form of Exhibit M-1C (which certification shall include, among other things, an acknowledgement and agreement
by such Excluded Controlling Class Holder that it is prohibited from accessing and reviewing (and it agrees not to access and
review) any Excluded Information with respect to any Excluded Controlling Class Mortgage Loans for which it is a Borrower Party)
to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder
shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Mortgage Loan(s) (unless a
loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party) made available on the
Certificate Administrator’s Website. Any Excluded Information relating to an Excluded Controlling Class Mortgage Loan that
the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for
posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via email to loandata@citi.com
in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan number,
and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information on
a separate excluded loan tab on the Certificate Administrator’s Website (and, if possible at a later time, on a loan-by-loan
basis). Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor
and the Certificate Administrator shall be entitled to conclusively assume that the Controlling Class Representative and all Controlling
Class Certificateholders are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received notice from the Controlling Class
Representative or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master
Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication to
the Controlling Class Representative or Controlling Class Certificateholder or disclosure of Excluded Information if the Master
Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written
notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan (including, in the case of the summary of
any Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate
Administrator).


 






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Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on any certification delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable,
substantially in the form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class
Holder. To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to
this Agreement to any Excluded Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Controlling Class Representative
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
information related to the Excluded Controlling Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded Controlling
Class Holder, (C) any employees or personnel of such Controlling Class Representative or Controlling Class Certificateholder,
(D) any Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower
Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply
with the obligations described in clause (i) above.


 


To
the extent a Risk Retention Consultation Party or a Holder of any Class VRR Certificate receives access pursuant to this Agreement
to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder is a Borrower
Party) and/or the related Mortgaged Property (which shall include any Major Decision Reporting Package, Asset Status Reports,
Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special
Servicer or any Excluded Mortgage Loan Special Servicer and which may include any Operating Advisor reports delivered to the Certificate
Administrator regarding the Special Servicer’s net present value determination, Collateral Deficiency Amount determination
or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered by the Trustee, the Master Servicer
or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but
in each case other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans
at a pool level), whether on the Certificate Administrator’s Website or otherwise, such Risk Retention Consultation Party
or such Holder of a Class VRR Certificate, as applicable, shall be deemed to have agreed that it (i) will not provide any such
information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or such
Holder of a Class VRR Certificate or any of its Affiliates involved in the management of any investment in the related Borrower
Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in order to comply with the limitations described in clause (i) above. For the avoidance of doubt, any file or
report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any such Excluded Mortgage Loan) shall be considered information that is aggregated
with information of other Mortgage Loans at a pool level. Notwithstanding anything to the contrary in this Agreement, a Risk Retention
Consultation Party will be permitted to share with any Holder of a Class VRR Certificate any Major Decision Reporting Package
that such Risk Retention Consultation Party has received in connection with the exercise of its consultation rights pursuant to
Section 6.09(a).


 






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The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided pursuant
to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for
any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing
access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and acceptance
of a disclaimer and may require a recipient of any of the information set forth above (other than the Public Documents) to execute
a confidentiality agreement (which may be in the form of a web page “click-through”). The Certificate Administrator
shall not be liable for the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to
the contrary, the Certificate Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded
Controlling Class Mortgage Loan to the extent such information was included in the summary of any Asset Status Report or the summary
of any Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website and not properly identified as relating to an Excluded Controlling Class Mortgage Loan.


 


The
Certificate Administrator shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s
Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower
Party.


 


The
Certificate Administrator shall provide assistance in using the Certificate Administrator’s Website through the Certificate
Administrator’s customer service desk at telephone number 1-888-855-9695.


 


The
Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s
Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and
each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may be given via
the Certificate Administrator’s Website).


 


The
Master Servicer and the Certificate Administrator shall prepare a separate set of reports, in the same manner and containing substantially
similar types of information as described in this Section 4.02, for the Holders of the Woodlands Mall Loan-Specific
Certificates and the Holders of the Centre Loan-Specific Certificates, in each case with respect to the related Trust Subordinate
Companion Loan and such Loan-Specific Certificates. The Holders of the Loan-Specific Certificates shall be entitled to
obtain access to reports and other information in a manner substantially similar to the procedures described in this Agreement.


 


Any
Person that is a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall
be entitled to access only the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements
and the Commission EDGAR filings on the Certificate Administrator’s Website which are being made available to the general
public. The provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information
regarding the Trust Loans at a website maintained by the Master Servicer.


 






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Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate and requests in writing, a statement containing the information
as to the applicable Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above, aggregated
for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other
information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably
requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided
by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


 


The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders
and Certificate Owners that are Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution
Date Statements, (b) the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by
that party and being made available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced
Mortgage Loans), the Trust Subordinate Companion Loans or the related Mortgaged Properties or (c) the Operating Advisor relating
to the Operating Advisor Annual Reports or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in such reports (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that
have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor,
the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
Person and, in the case of an inquiry relating to an Outside Serviced Mortgage Loan, to the applicable party under the related
Outside Servicing Agreement, in each case within a commercially reasonable period following receipt thereof.


 


Within
a commercially reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate
Administrator. In the case of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Outside Servicer or the related Outside Special Servicer, as applicable;
provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure
to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not
be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, this Agreement (including requirements in respect of non-disclosure of Privileged Information) or the applicable Loan
Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Certificate Administrator, the Operating


 






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Advisor, the Master Servicer or the Special Servicer, as applicable, (v) answering
any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception) or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, then it shall not be required to answer such Inquiry and, in the case
of the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of
such determination. In addition, no party shall post or otherwise disclose any direct communications with any Directing Holder
or Consulting Party as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted
such Inquiry in the event that the Inquiry will not be answered. The Certificate Administrator shall not be required to post to
the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in
its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers
and other communications which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor
Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the
Underwriters, the Initial Purchasers or any of their respective Affiliates. None of the Underwriters, Initial Purchasers, Depositor,
any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the
Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information. No
party to this Agreement shall disclose Privileged Information in the Investor Q&A Forum.


 


The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners can register and thereafter obtain information with respect to any other
Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry will be required
to certify that (a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator
to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to other registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory
fields such as the individual’s name, the company name and e-mail address, as well as certain optional fields such as
address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator
that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


 


Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
reports, inspection reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise
required). If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard
reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 






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Upon
filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066
for each Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and
shall provide from time to time such information and computations with respect to the entries on such forms as any Holder of the
Class R Certificates may reasonably request.


 


The
specification of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms
of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders
and Certificate Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby
authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans or Serviced Loan Combinations, the Mortgaged Properties or the Trust
Fund as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional
Information shall only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or
to the extent such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled
to indicate the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer
it deems appropriate in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such
information as it may, in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged
Person of the availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate
Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket
expenses incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and
(E) the Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance
with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement
that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary
or appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such
Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in writing.


 


The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit
Group Limited, RealINSIGHT or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification
in the form of Exhibit M-3 to this Agreement, all the


 






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Distribution Date Statements, CREFC® reports and
supplemental notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)       No
later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special
Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer
and the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC®
REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines, (5)
the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the first two Distribution
Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC® Loan Level Reserve/LOC Report,
(9) the CREFC® Advance Recovery Report and (10) the CREFC® Delinquent Loan Status Report.


 


With
respect to each Serviced Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause
to be delivered to the related Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator
pursuant to this Section 4.02(b) (which shall include all loan-level reports constituting the CREFC® Investor Reporting
Package (IRP)), to the extent related to such Serviced Companion Loan, the related Mortgaged Property or the related Mortgage
Note, no later than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day immediately following the
“determination date” (or analogous concept) set forth in the related Other Pooling and Servicing Agreement.


 


No
later than the Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall
deliver to the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative
Financial Status Report for each Trust Loan or related Mortgaged Property as of the Determination Date immediately preceding the
preparation of such report for each of the following three periods (but only to the extent the related Mortgagor is required by
the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current
available year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such information
is in the Master Servicer’s possession); and (c) the “base year” (representing the original analysis of information
used as of the Cut-Off Date).


 


The
Master Servicer shall provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m.
on the third Business Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one
or more spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide
CREFC® Loan Setup File.


 


No
later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall
deliver to the Certificate Administrator (i) a


 






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CREFC® Loan Periodic Update File setting forth certain information
with respect to the Trust Loans and Mortgaged Properties and (ii) the CREFC® Appraisal Reduction Template, to the extent received,
or prepared pursuant to Section 3.10(a) of this Agreement, by the Master Servicer.


 


The
Master Servicer shall prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic
Update File based on the initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the
respective Mortgage Loan Purchase Agreements.


 


Not
later than 5:00 p.m. (New York City time) on each Distribution Date beginning September 2019, the Master Servicer shall deliver
to the Certificate Administrator and the Depositor (in the case of the Depositor, to the Depositor’s email addresses set
forth in Section 12.04 together with the name, phone number and email address of the servicing officer of the Master Servicer
to contact with any questions related to the CREFC® Schedule AL File and the Schedule AL Additional File) a single
CREFC® Schedule AL File (with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion
of the related reporting period covered by the Form 10-D required to be filed with respect to the subject Distribution Date
pursuant to Section 10.04) and the related Schedule AL Additional File, in each case, in EDGAR-Compatible Format and
Excel format; provided, however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC®
Schedule AL File or the Schedule AL Additional File unless and until the Master Servicer receives the Initial Schedule AL
File and the Initial Schedule AL Additional File from the Depositor in EDGAR-Compatible Format and Excel format; and provided,
further, that, if the Master Servicer has not received the Initial Schedule AL File and the Initial Schedule AL Additional
File from the Depositor prior to the time it would need the Initial Schedule AL File and the Initial Schedule AL Additional File
in order for the Master Servicer to prepare the CREFC® Schedule AL File with respect to the first Distribution
Date, the Master Servicer shall request the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor,
including by email to the email addresses for the Depositor set forth in Section 12.04. If the CREFC® Schedule
AL File is not provided by the Master Servicer to the Certificate Administrator by 5:00 p.m. (New York City time) on any Distribution
Date, the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule
AL File from the Master Servicer via email to NoticeAdmin@midlandls.com. The Master Servicer shall be entitled to conclusively
rely, absent manifest error, without any due diligence, investigation or verification, on the content, completeness and accuracy
of the Initial Schedule AL File and the Initial Schedule AL Additional File, in each case, as of the Closing Date. Any Schedule
AL Additional File that the Master Servicer determines, in accordance with the Servicing Standard, to deliver in connection with
any CREFC® Schedule AL File prepared by the Master Servicer pursuant to this paragraph shall be delivered in EDGAR-Compatible
Format and in Excel format to the Certificate Administrator concurrently with the delivery of the related CREFC®
Schedule AL File. With respect to each Outside Serviced Mortgage Loan, the Master Servicer shall include the analogous CREFC®
Schedule AL File and/or Schedule AL Additional File, as applicable, information that it receives from the related Outside
Servicer under the applicable Outside Servicing Agreement in the single CREFC® Schedule AL File and/or Schedule
AL Additional File, as applicable, that it delivers to the Certificate Administrator for the subject Distribution Date.


 






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In
addition, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall prepare the following with respect to each Mortgaged Property and REO Property,
in each case other than with respect to any Outside Serviced Mortgage Loan:


 


(i)       Within
30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect to the calendar
quarter ending December 31, 2019, a CREFC® Operating Statement Analysis Report (but only to the extent the related
Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide,
such information) for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided, however,
that any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent provided
in the then current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC®
guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for
a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Trust
Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Performing Serviced Loans) or Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator,
the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or special servicer for the related
Other Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement Analysis Report upon
request; and


 


(ii)       Within
30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer
(with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to the calendar
year ending December 31, 2019, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor
is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information),
presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used
by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special Servicer
or the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means the CREFC® NOI Adjustment Worksheet upon request.


 


Notwithstanding
anything to the contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor, (a) the Master
Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO
Properties) shall be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC
files, reports and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance
with) the Master Servicer’s obligations under


 






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Section 10.11 of this Agreement and the Exchange Act filing obligations
of the Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.


 


The
Certificate Administrator shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider
(for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement), to
each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides
the Certificate Administrator with an Investor Certification a copy of the CREFC® Operating Statement Analysis
Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage
Loan or Serviced Loan Combination and delivered to the Certificate Administrator.


 


Upon
request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator
(as to the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special
servicer for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the
Rule 17g-5 Information Provider a statement, setting forth the status of the Collection Account and each Loan Combination
Custodial Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate
Administrator required by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required
remittance that has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period
from the preceding Master Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off
Date) to such Master Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and
each Loan Combination Custodial Account for each category of deposit specified in Section 3.05(a) of this Agreement and
each category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the
Certificate Administrator and (solely as to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable
request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional information relating to
the Mortgage Loans or Serviced Loan Combinations in the possession of the Master Servicer (which information shall be based upon
reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further,
the Master Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
to perform its obligations under this Agreement with respect to those Trust Loans serviced by the Master Servicer.


 


The
obligation of the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Master Servicer having received from the Special Servicer in a timely manner the related reports and information in the
possession of the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The
Master Servicer shall not be responsible for the accuracy or content of any report, document


 






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or information furnished by the Special
Servicer to the Master Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.


 


The
obligation of the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Special Servicer having received from the Master Servicer in a timely manner the related reports and information in the
possession of the Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The
Special Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the
Master Servicer to the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant
to this Agreement.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the same Persons as described above in this Section 4.02(b) and according to the same time frames as described
above in this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt of such information
from the related Outside Servicer under the applicable Outside Servicing Agreement.


 


(c)       Not
later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for
each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC®
Special Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer shall also deliver
to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any and all additional
information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO Properties (other than
an REO Property related to an Outside Serviced Mortgage Loan).


 


The
Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession
of the Special Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an
REO Property related to an Outside Serviced Mortgage Loan).


 


The
Master Servicer may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant
to this Agreement. The Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combinations available
on any website that it has established.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the extent received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to
the same Persons as described above in this Section 4.02(c) and according to the same time frames as described above in
this Section 4.02(c), with reasonable promptness following such Master Servicer’s receipt of such information from
the related Outside Servicer under the related Outside Servicing Agreement.


 






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Upon
the reasonable request of (i) any Certificateholder or Certificate Owner that has delivered an appropriate Investor Certification
or (ii) any other Privileged Person so identified by a Certificate Owner or an Underwriter, the Master Servicer shall provide
(or forward electronically) at the expense of such Privileged Person, Certificateholder or Certificate Owner, as applicable, copies
of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer; provided that in
no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling
Class Mortgage Loan with respect to which it is a Borrower Party; and provided, further, that no Certificateholders or Certificate
Owners shall be given access to or be provided copies of, any Mortgage Files or Diligence Files except, solely with respect to
Mortgage Files, as otherwise provided in Section 8.11(b) of this Agreement. In connection with such request, the Master
Servicer may require (1) a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to the Master Servicer, generally to the effect that (a) such Person will keep such information confidential and will
use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or Certificate Owner may have under this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate
Owner, such Person is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing
copies of such reports or information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except
that, other than for extraordinary or duplicate requests, any applicable Directing Holder or Consulting Party (other than the
holder of a Serviced Companion Loan held outside the Trust or its representative) will be entitled to reports and information
free of charge. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status
Reports available to any Certificateholders or Certificate Owners on its website. None of the parties to this Agreement shall
provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator (provided that the Special
Servicer shall provide a summary of each Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)).
If the Certificate Administrator receives any Asset Status Report or any Final Asset Status Report, the Certificate Administrator
shall not provide any such Asset Status Report or any Final Asset Status Report to any Certificateholder or Certificate Owners
and shall not post any such Asset Status Report or any Final Asset Status Report to the Certificate Administrator’s Website.


 


(d)       The
Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty License
Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the Collection
Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE Finance Council”
and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished
by CREFC® to the Master Servicer in writing at least two Business Days prior to the Master Servicer Remittance Date):


 


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


 


Bank
Name: JPMorgan Chase Bank, National Association


 


Bank
Address: 80 Broadway, New York, NY 10005


 






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Routing
Number: 021000021


 


Account
Number: 213597397


 


(e)       Upon
the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that, in either case,
is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master
Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced
Loan) reasonable satisfaction (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder)
and if such information is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer
or Special Servicer, shall provide or make available (or forward electronically) to the Controlling Class Representative or such
Controlling Class Certificateholder, as applicable, (at the expense of the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable,
through the Certificate Administrator’s Website because the Controlling Class Representative or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating
to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer
or Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be
reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is the Controlling
Class Representative or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower
Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special
Servicer shall be entitled to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative
or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.
For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(e) shall include any applicable Excluded
Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


 


Section
4.03     Compliance With Withholding Requirements.


 


(a)       Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to
payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Paying Agent
or its agent withholds any amount from interest or original issue discount payments or advances thereof to any


 






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Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any
amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)       Each
Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein,
acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding
tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that
may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes
and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under
the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the
foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if
the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b),
as applicable), such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator,
at the time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee,
such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation
reasonably requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations
under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine
the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through
1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice
or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes
under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including
any amendments made to FATCA after the date of this Agreement.


 


Section
4.04     REMIC Compliance.


 


(a)       The
parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify
it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for
its first taxable year ending


 






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December 31, 2019, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause
to be prepared and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates) and the IRS and applicable
state and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC
Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses
(i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each
Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code
or comparable provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC, the
Woodlands Mall REMIC, the Centre REMIC and the Lower-Tier REMIC on IRS Form SS-4, and, within thirty days of the Closing
Date, furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title
and address of the Person that the holders of the Certificates may contact for tax information relating thereto (and the Certificate
Administrator shall act as the representative of each Trust REMIC for this purpose), together with such additional information
as may be required by such IRS Form, and shall update such information at the time or times and in the manner required by the
Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by
the Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain such records relating
to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information, such records,
for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.


 


The
Certificate Administrator shall be the “partnership representative” of each Trust REMIC (within the meaning of Code
Section 6223, to the extent such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections
allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and
(ii) to avoid payment by any Trust REMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed
under the Code that would otherwise be imposed on any holder of any residual interest of any Trust REMIC, past or present. Each
Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to agree to any such elections and
to the Certificate Administrator’s acting as “partnership representative” of each Trust REMIC that can be designated
under the Code.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control
and the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action
or omission (as the case may be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on
a Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding
any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be
required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision
of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it


 






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takes any action expressly
required or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility
or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated
by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow
the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking
such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the corporate
tax rate on net income from foreclosure property), or (c) cause any Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes; (ii) not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under
the REMIC Provisions to be held by such Trust REMIC (provided, however, that the receipt of any income expressly
permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the
creation of any “interests,” within the meaning of the REMIC Provisions, (A) in the Upper-Tier REMIC other than
the Non-Vertically Retained Pooled Regular Certificates, the Class VRR Upper-Tier Regular Interest, the Loan-Specific
Certificates and the Upper-Tier Residual Interest, (B) in the Lower-Tier REMIC other than the Lower-Tier Regular Interests
and the Lower-Tier Residual Interest, (C) in the Woodlands Mall REMIC other than the Woodlands Mall Regular Interests and
the Woodlands Mall Residual Interest or (D) in the Centre REMIC other than the Centre Regular Interests and the Centre Residual
Interest. None of the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any
failure by the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Master
Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any information
within the Depositor’s, the Master Servicer’s or the Special Servicer’s control (other than any confidential
information) that is reasonably necessary to enable the Certificate Administrator to perform its duties under this Section
4.04.


 


(b)       The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Non-Vertically Retained Pooled Regular Certificates
and the Class VRR Upper-Tier Regular Interest: (i) each Mortgage Loan will pay principal and interest in accordance with its
terms and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans in the aggregate
will prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor
and the Class R Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause early termination
of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant
to Article II of this Agreement.


 


Section
4.05     Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties
or assessments, additional amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts
otherwise distributable with respect to the Non-Vertically Retained Pooled Regular Certificates, the Class VRR Upper-Tier
Regular Interest, the Woodlands Mall Loan-Specific Certificates, the Centre Loan-Specific Certificates and the Class R Certificates,
as applicable; provided that any taxes imposed on any net income from


 






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foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to the REO Property
(and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and transfer to the
Certificate Administrator for deposit into the Distribution Accounts, as applicable, amounts reasonably determined by the Certificate
Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess
determined by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes);
provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be
retained from Aggregate Pooled Available Funds, Woodlands Mall Available Funds or Centre Available Funds, as applicable, as provided
in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate
Administrator is hereby authorized to and shall retain or cause to be retained from the Distribution Account in determining the
amount of Aggregate Pooled Available Funds, Woodlands Mall Available Funds and Centre Available Funds, as applicable, sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the applicable Trust REMIC (but
such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, any such
tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest
bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or (ii) the amount
of any contribution to a Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income
or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account).
To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute
such retained amounts to the Holders of Non-Vertically Retained Pooled Regular Certificates, to the Holders of the Class VRR
Certificates in respect of the Class VRR Upper-Tier Regular Interest, to the Holders of the Woodlands Mall Loan-Specific Certificates,
to the Holders of the Centre Loan-Specific Certificates or to the Certificate Administrator in respect of the Lower-Tier Regular
Interests, the Woodlands Mall Regular Interests or Centre Regular Interests, as applicable, until they are fully reimbursed and
then to the Holders of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except
to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that such breach,
act or omission could result in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer,
as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding
anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible
for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s
or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions
of the Certificate Administrator, the Master Servicer, the Special Servicer, the


 






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Authenticating Agent, the Certificate Registrar
or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee,
the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating
Agent, the Certificate Registrar or the Paying Agent.


 


Section
4.06      Remittances; P&I Advances.


 


(a)           On
the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)       remit
to the Certificate Administrator (A) for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection
Period relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer
as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator), (B) for deposit in the Woodlands Mall REMIC Distribution Account an amount equal
to the Yield Maintenance Charges applicable to the Woodlands Mall Trust Subordinate Companion Loan received by the Master Servicer
during the Collection period relating to such Distribution Date and (C) for deposit in the Centre REMIC Distribution Account an
amount equal to the Yield Maintenance Charges applicable to The Centre Trust Subordinate Companion Loan received by the Master
Servicer during the Collection period relating to such Distribution Date;


 


(ii)       remit
to the Certificate Administrator (A) for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Aggregate
Pooled Available Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e)
of the definition of “Aggregate Pooled Available Funds”); (B) for deposit in the Woodlands Mall REMIC Distribution
Account an amount equal to the Woodlands Mall Available Funds applicable to the Woodlands Mall Trust Subordinate Companion Loan
(other than the amounts referred to in clause (iv) below and clause (d) of the definition of “Woodlands Mall Available
Funds”); and (C) for deposit in the Centre REMIC Distribution Account an amount equal to the Centre Available Funds
applicable to the Centre Trust Subordinate Companion Loan (other than the amounts referred to in clause (iv) below and clause
(d) of the definition of “Centre Available Funds”);


 


(iii)       remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)       make
a P&I Advance (A) with respect to the Pooled Certificates by remittance to the Certificate Administrator for deposit into
the Lower-Tier REMIC Distribution Account, in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage
Loan (including any REO Mortgage Loan and any Mortgage Loan related to a Loan Combination, but not a Companion Loan) to the


 






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extent
such amounts were not received by the Master Servicer on such Mortgage Loan as of the close of business on the Determination Date
(without regard to any grace period) in the same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received
by the Master Servicer on such Mortgage Loan as of the close of business on the Business Day immediately preceding) such Master
Servicer Remittance Date), (B) with respect to the Woodlands Mall Loan-Specific Certificates by remittance to the Certificate
Administrator for deposit into the Woodlands Mall REMIC Distribution Account, in an amount equal to the Applicable Monthly Payment
for the Woodlands Mall Trust Subordinate Companion Loan to the extent such amount was not received by the Master Servicer on the
Woodlands Mall Trust Subordinate Companion Loan as of the close of business on the Determination Date (without regard to any grace
period) in the same month as such Master Servicer Remittance Date and (C) with respect to the Centre Loan-Specific Certificates
by remittance to the Certificate Administrator for deposit into the Centre REMIC Distribution Account, in an amount equal to the
Applicable Monthly Payment for The Centre Trust Subordinate Companion Loan to the extent such amount was not received by the Master
Servicer on The Centre Trust Subordinate Companion Loan as of the close of business on the Determination Date (without regard
to any grace period) in the same month as such Master Servicer Remittance Date, except that, in each case, the portion of any
such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan
or Trust Subordinate Companion Loan, as applicable, shall not be remitted to the Certificate Administrator but shall instead be
remitted to CREFC® and the portion of such P&I Advance equal to the Asset Representations Reviewer Ongoing
Fee (other than with respect to any Trust Subordinate Companion Loan), the Operating Advisor Fee or the Trustee/Certificate Administrator
Fee, to the extent the subject fee remains unpaid to the applicable party hereunder, shall be deposited in the Collection Account
or the applicable Loan Combination Custodial Account, as applicable, for payment to such party;


 


(v)       remit
to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the related
Distribution Date out of the amounts from which it is payable;


 


(vi)       remit
to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess
Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received
by the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance
Date and not previously so remitted to the Certificate Administrator), if any; and


 


(vii)       remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 






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Neither
the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest,
Excess Interest or Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans (other than the Trust Subordinate
Companion Loans). The amount required to be advanced in respect of delinquent payments of interest on any Mortgage Loan or Trust
Subordinate Companion Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the amount otherwise
required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving effect to such Appraisal
Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan or Trust
Subordinate Companion Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and
the denominator of which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the last
day of the related Collection Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.


 


Any
amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance
for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate).
The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time,
on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance
hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made the P&I
Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this
Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City
time, on such Business Day deposit into the Lower-Tier REMIC Distribution Account, the Woodlands Mall REMIC Distribution Account
or the Centre REMIC Distribution Account, as applicable, in immediately available funds an amount equal to the P&I Advances
otherwise required to have been made by the Master Servicer.


 


Neither
the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which
a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable,
or the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an
obligation hereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer, that
the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master
Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii)
in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate as set
forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 






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(A)       any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged
Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)       any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information for such purposes;


 


(C)       the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if it is
an applicable Consulting Party, notice of such determination, which determination shall be conclusive and binding on the Master
Servicer and the Trustee;


 


(D)       although
the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have no right
to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made) by
the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the
Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance
constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special
Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously
made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)       any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with
respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such
a determination by the Special Servicer) and the Trustee;


 






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(F)       the
Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)       the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would
be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06
unless the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes
a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


 


(H)       the
Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer the
Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable
P&I Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)       notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by
the Special Servicer that any P&I Advance would be recoverable.


 


The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with
interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer
and Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related
Mortgagors to the extent permitted by applicable law and the related Trust Loan.


 


Within
2 Business Days of making a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the
Trustee, as applicable, shall provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part
of a Serviced Loan Combination, the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization
Trust that holds a related Serviced Companion Loan, if any, or (ii) if such Mortgage Loan is part of an Outside Serviced Loan
Combination, the related Outside Servicer, Outside Special Servicer and Outside Trustee of the related Outside Securitization
Trust.


 






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With
respect to P&I Advances and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to
rely on the “appraisal reduction amount” calculated by the related Outside Special Servicer or the related Outside
Servicer in accordance with the terms of the applicable Outside Servicing Agreement.


 


(b)       The
determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or
with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date
to the Trustee (unless it is the Person making the determination), any applicable Directing Holder and Consulting Party, the holder
of any related Pari Passu Companion Loan or its Companion Loan Holder Representative (in the case of a Pari Passu Loan Combination),
the Master Servicer (unless it is the Person making the determination), the Special Servicer (unless it is the Person making the
determination) and, if the Trustee is making the determination, the Depositor, setting forth the basis for such determination,
together with any other information that supports such determination together with a copy of any Appraisal of the related Mortgaged
Property or REO Property, as the case may be (which Appraisal shall be an expense of the Trust, shall take into account any material
change in circumstances of which such Person is aware or such Person has received new information, either of which has a material
effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve
months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s
possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and
that support such determination. The Master Servicer and the Special Servicer shall consider Unliquidated Advances with respect
to prior P&I Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances.


 


(c)       With
respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has
been made on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside
Serviced Mortgage Loan independently of any determination made by the applicable Outside Servicer, the applicable Outside Special
Servicer or the Outside Trustee, as the case may be, under the applicable Outside Servicing Agreement in respect of the related
Outside Serviced Companion Loan. If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I
Advance with respect to an Outside Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to an Outside
Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall provide the applicable Outside Servicer and Outside Special Servicer written notice
of such


 






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determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Outside Servicer or the related Outside Special Servicer, as the case may be, that either has determined,
or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement with respect to an Outside
Serviced Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is similar to a P&I
Advance would be, or any outstanding advance under such Outside Servicing Agreement that is similar to a P&I Advance is, a
nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine
that any P&I Advance previously made or proposed to be made with respect to the related Outside Serviced Mortgage Loan will
be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to
make any additional P&I Advances with respect to the related Outside Serviced Mortgage Loan unless and until the Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Outside Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Outside Servicer or the related Outside Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to
determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)       If
the Trustee, the Master Servicer or the Special Servicer has received written notice from S&P, Fitch or Morningstar to the
effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by S&P, Fitch or Morningstar, as applicable, to any Class of Certificates and citing
servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating
action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator shall promptly
notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 


(e)       Notwithstanding
any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Trustee shall be entitled to recover:
(1) from any collections on a Trust Subordinate Companion Loan, any Nonrecoverable Advance made, or interest on any Nonrecoverable
Advance made, in respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or
(2) any Nonrecoverable Advance that is a P&I Advance made in respect of a Trust Subordinate Companion Loan or any interest
due on such Advance from any collections or amounts allocable to the Mortgage Loans (other than the Mortgage Loan related to such
Trust Subordinate Companion Loan). With respect to each Trust Subordinate Companion Loan, the Master Servicer, the Special Servicer
or the Trustee shall only be entitled to reimbursement for a P&I Advance from the amounts that would have been allocable to
such Trust Subordinate Companion Loan or, if such P&I Advance is a Nonrecoverable


 






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Advance, allocable to the related Mortgage
Loan and any related Pari Passu Companion Loan.


 


(f)       Notwithstanding
any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Trustee shall be entitled to recover:
(1) from collections on a Trust Subordinate Companion Loan any Workout-Delayed Reimbursement Amounts in respect of a Mortgage
Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or (2) any Workout-Delayed Reimbursement
Amounts in respect of a Trust Subordinate Companion Loan from any collections on or allocable to the Mortgage Loans (other than
the Mortgage Loan related to such Trust Subordinate Companion Loan). However, if the Workout-Delayed Reimbursement Amount
relates to a Property Advance for the Woodlands Mall Loan Combination or The Centre Loan Combination, the Master Servicer shall
be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection Account
for the Mortgage Pool and the applicable Trust Subordinate Companion Loan.


 


Section
4.07     Grantor Trust Reporting.


 


(a)       The
Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.


 


(b)       The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause to be timely filed with
the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders
of the respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect to the VRR
Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets and proceeds thereof as such amounts are received or
accrue, as applicable.


 


(c)       The
Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations to
the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator will not be liable for any tax reporting penalties that may arise
under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence of this paragraph.


 


(i)       The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any


 






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Certificateholder uses the cash or accrual method. The Certificate Administrator shall
make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(ii)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its possession
being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt
of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial
owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so
published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to
keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the
Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall
not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


 


Section
4.08      Calculations.


 


Provided
that the Certificate Administrator receives the necessary loan-level information from the Master Servicer and/or the Special
Servicer, the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the
actual and deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements
pursuant to Section 4.02(a) and the actual and deemed allocations of Realized Losses to be made pursuant to Section
4.01. The Certificate Administrator shall calculate the Principal Distribution Amount, the VRR Principal Distribution Amount,
the Aggregate Principal Distribution Amount, the Woodlands Mall Principal Distribution Amount, the WMRR Principal Distribution
Amount, the Aggregate Woodlands Mall Principal Distribution Amount, the Centre Principal Distribution Amount, the Interest Distribution
Amounts, the VRR Interest Distribution Amount, the Woodlands Mall Interest Distribution Amounts, the WMRR Interest Distribution
Amount, the Centre Interest Distribution Amount, the WMRR Realized Loss Interest Distribution


 






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Amount and the VRR Realized Loss
Interest Distribution Amount for each Distribution Date and shall allocate such amounts among Certificateholders in accordance
with this Agreement. Absent actual knowledge of an error therein, the Certificate Administrator shall have no obligation to recompute,
recalculate or otherwise verify any loan-level information provided to it by the Master Servicer. The calculations by the
Certificate Administrator contemplated by this Section 4.08 shall, in the absence of manifest error, be deemed to be correct
for all purposes hereunder.


 


Section
4.09 Secure Data Room. (a) Within 60 days of the Closing Date, the Certificate Administrator shall create a Secure Data
Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’ Diligence File Certifications
and (ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which the Depositor has received
a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to the Certificate Administrator
(but solely with respect to any Diligence File(s) received by the Depositor as to which it has received the related Mortgage Loan
Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the Depositor may deliver
any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered such Mortgage
Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted by
the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor,
in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification
substantially in the form of Exhibit KK hereto. In no case whatsoever shall Certificateholders be permitted to access the
Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents
to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor with respect
to each Mortgage Loan Seller.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document is posted in error, the Certificate Administrator may remove such document from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of
any document provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible or held
liable for any other Person’s use or dissemination of the documents contained on the Secure Data Room; provided that
such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator
shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to
the Secure Data Room shall covenant to access only the documents necessary to perform its duties and responsibilities under this
Agreement.


 






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(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 Special Servicer may (but shall not be obligated to) direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 


Article
V



THE CERTIFICATES


 


Section
5.01       The Certificates.
(a) The Pooled Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class A-AB Certificates, the Class X-A Certificates,
the Class A-S Certificates, the Class B Certificates, the Class C Certificates, the Class X-B Certificates, the Class
X-D Certificates, the Class D Certificates, the Class E Certificates, the Class F-RR Certificates, the Class G-RR
Certificates, the Class J-RR Certificates, the Class VRR Certificates, the Class R Certificates and the Class S Certificates.
The Woodlands Mall Loan-Specific Certificates consist of the Class WM-A, WM-B, Class WM-C and Class WMRR Certificates.
The Centre Loan-Specific Certificates consist of the Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates.


 


Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-30, respectively,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Public Certificates (other than the Class X-A Certificates) shall be issued in
minimum denominations of $10,000 and integral multiples of $1 in excess thereof. The Private Certificates (other than the Class
X-B, Class X-D, Class S and Class R Certificates and the VRR Interest) shall be issued in minimum denominations of $100,000
and integral multiples of $1 in excess thereof. The Class VRR Certificates shall be issued in minimum denominations of $100,000
and integral multiples of $0.01 in excess thereof. The Class X-A, Class X-B and Class X-D Certificates shall be issued,
maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and
in integral multiples of $1 in excess thereof. If the initial Certificate Balance or initial Notional Amount, as applicable, of


 






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any Class of Certificates (exclusive of the Class S and Class R Certificates) does not equal an integral multiple of $1, then
a single Certificate of such Class may be issued in a minimum denomination of authorized initial principal balance or initial
notional amount, as applicable, that includes the excess of (i) the initial Certificate Balance or initial Notional Amount, as
applicable, of such Class over (ii) the largest integral multiple of $1 that does not exceed such amount. The Class R Certificates
shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral
multiples of 1% in excess thereof. The Class S Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


 


(b)         One
authorized signatory shall sign the Certificates for the Certificate Administrator by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Administrator (who may be the same officer who executed the Certificate) manually countersigns the Certificate.
The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02      Form and Registration.


 


(a)         Each
Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Balance of a Global Certificate may from time to time be increased or
decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(b)         Unless
and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests in such
Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants, and
all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the
registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


(c)         No
transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a transfer is to be


 






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made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)       The
Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates, the Class S Certificates and
the Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented
by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the Private Certificates represented thereby with the Certificate Registrar,
at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of
the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration
of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate
may be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of
such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is
improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation
S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Citibank, N.A. is hereby initially
appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of
the Certificates in connection with transfers and exchanges as herein provided. If Citibank, N.A. is removed as Certificate Administrator,
then Citibank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator
(or, if the same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being
removed from both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may
be the Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 






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(ii)       The
Certificates of each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates and the
Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single,
global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth
as an exhibit hereto (each, a “Rule 144A Global Certificate”), which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


(iii)       The
Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers, the Risk Retention Certificates (during the RR Interest Transfer Restriction
Period), the Class S Certificates and the Class R Certificates (collectively, the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto,
and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates
for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)         Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within
90 days of such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the
rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private
Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however,
that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S
Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any
Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 






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(e)         If
any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate,
subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement.
No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies
with the provisions of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon
acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as
provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation
of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book
Entry Certificate issued in exchange therefor or upon transfer thereof.


 


(f)          During
the RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive Certificate in
the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each
Risk Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of
the Depositor (except in the case of the HRR Interest), the Retaining Sponsor and the Holder of such Certificate, and in accordance
with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement.
There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Interest Safekeeping Account” and into which each Risk Retention Certificate shall be held and which shall be governed by
and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number
of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. Each Risk Retention Certificate to be delivered
in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator
of any Risk Retention Certificate in connection with the initial issuance thereof and, for so long as the Risk Retention Certificates
are held in the Retained Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer
or exchange pursuant to this Article V of any Risk Retention Certificate, the Certificate Administrator shall deliver to
the related Retaining Party a receipt in the form set forth in Exhibit MM. No amounts distributable with respect to any
Risk Retention Certificate shall be remitted to the Retained Interest Safekeeping Account, but instead shall be remitted directly
to the applicable Retaining Party in accordance with written instructions provided separately on the Closing Date (and any updates
to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator. Under no circumstances
by virtue of safekeeping any Risk Retention Certificate shall the Certificate Administrator be


 






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obligated to bring legal action
or institute proceedings against any Person on behalf of any Retaining Party. During the RR Interest Transfer Restriction Period
and for such longer time as the related Retaining Party may request, the Certificate Administrator shall hold each individual
Risk Retention Certificate at the below location, or any other location; provided the Certificate Administrator has given
notice to the Depositor, the Retaining Sponsor and each Retaining Party of such new location:


 


Citibank,
N.A.

Vault Operations Level B

399 Park Avenue

New York, New York 10022


 


The
Certificate Administrator shall make available to each Retaining Party its account information as mutually agreed upon by the
Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a Risk Retention Certificate shall be subject to this Article V. During the RR Interest
Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator
shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of,
the executed Risk Retention Certificates held by it in the Retained Interest Safekeeping Account.


 


(g)         To
the extent that the aggregate value and/or Certificate Balance of the RR Interest is in excess of the amount or percentage of
risk retention required pursuant to Regulation RR, such excess portion of the RR Interest shall nevertheless be deemed to be subject
to the requirements of Regulation RR and any Risk Retention Certificate evidencing such excess portion of the RR Interest shall
be subject to all of the provisions in this Agreement applicable to the RR Interest including, without limitation, the provisions
of this Article V.


 


Section
5.03      Registration of Transfer and Exchange of Certificates.


 


(a)         The
Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each
Class of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and
a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the
Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding the Risk Retention Certificates
as Definitive Certificates on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


 






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(b)         Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)         Rule
144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take
delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may,
subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in
the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the
form of Exhibit E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the
agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the
account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being
exchanged or transferred.


 


(d)         Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to
exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same
Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof
in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate.
Upon receipt


 






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by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of
(1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to
the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the
Depository’s procedures containing information regarding the participant account of the Depository to be credited with such
increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global
Certificate that is being exchanged or transferred.


 


(e)         Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation
S Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an
interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the
Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified
Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the
Certificate Registrar shall


 






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instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate
Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation
S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that
is being transferred.


 


(f)          Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation
S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of
the same Class of Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests
in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation
S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged
and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate
and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)         Non-Book
Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other
than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of
the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery
thereof


 






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in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for
an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly
endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or
cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance
of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement
(in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit
J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the
form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book
Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the
Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion
of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution
specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of
the portion of the Non-Book Entry Certificate so canceled.


 


(h)         Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate,
Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the
form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by the Depositor,
an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register
such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor
substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from
the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required
by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer
shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding
such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion
of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective
capacities as such).


 






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(i)          Transfers
of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if a transfer
of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date,
pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to
DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR2 Interest,
(3) the transfer to JPMCB on the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting
the VRR3 Interest, (4) the transfer to a majority-owned affiliate of the Third Party Purchaser on the Closing Date of the HRR
Interest, (5) the transfer to GACC on the Closing Date of the WMRR Interest and (6) the transfer to the Centre Retaining Third
Party Purchaser on the Closing Date of the Class TCRR Certificates), then the Certificate Registrar shall refuse to register such
transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from
such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in
the case of a transfer of Class VRR Certificates), Exhibit L-5B (in the case of a transfer of Certificates constituting
the HRR Interest), Exhibit L-5C (in the case of a transfer of Class WMRR Certificates) or Exhibit L-5D (in the case
of a transfer of Class TCRR Certificates), which such certification must be countersigned by the applicable Retaining Party, the
Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest,
the Depositor with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring
to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class
VRR Certificates), Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), Exhibit
L-6C (in the case of a transfer of Class WMRR Certificates) or Exhibit L-6D (in the case of a transfer of the Class
TCRR Certificates) which such certification must be countersigned by the applicable Retaining Party (if different than the transferor),
the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest,
the Depositor with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the
Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following
provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of
the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest
Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor
of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related
to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the
Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested
transfer.


 


(j)          Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth
in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements
intended to ensure that such transfers


 






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comply with Rule 144A or Regulation S under the Act, at the case may be) and such other
procedures as may from time to time be adopted by the Certificate Registrar.


 


(k)         Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(l)          If
Private Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Act, or if a request is made to remove such legend on Certificates, the Private Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or
Regulation S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are not
“restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate
Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(m)        All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)         No
Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence), Class WMRR Certificate (if
it is not an ERISA Restricted Certificate covered by the next sentence), Class S Certificate or Class R Certificate may be purchased
by or transferred to any prospective purchaser or transferee that is or will be (i) an employee benefit plan or other plan subject
to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (each, a “Plan”),
or (ii) any entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor
Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law (as defined below), an insurance company that
is using the assets of separate accounts or general accounts which include Plan assets (or which are deemed to include assets
of Plans) or other Person acting on behalf of any such Plan or using the assets of a Plan (each, a “Plan Investor”)
to purchase such Certificate. In addition, no ERISA Restricted Certificate or interest therein may be purchased by or transferred
to any prospective purchaser or transferee that is or will be a Plan or Plan Investor, unless (i) such purchaser or transferee
is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted Certificate or interest therein
is an “insurance company general account,” as such term is defined in PTCE 95-60, and (iii) the conditions in
Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate, Class VRR Certificate
(regardless of whether it is an ERISA Restricted Certificate), Class WMRR Certificate (regardless of whether it is an ERISA Restricted
Certificate), Class S Certificate or Class R Certificate or interest therein may be purchased by or transferred to any prospective
purchaser or transferee that is or will be a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
to any federal,


 






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state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction
provisions of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on behalf of any such plan
or using the assets of such plan to acquire such Certificate or interest therein unless, in the case of an ERISA Restricted Certificate,
its acquisition, holding and disposition of such Certificate or an interest therein would not constitute or otherwise result in
a non-exempt violation of Similar Law. Except in connection with the transfer or deemed transfer thereof by the Depositor,
an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor, each prospective transferee of an ERISA Restricted
Certificate, a Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate), a Class WMRR Certificate (regardless
of whether it is an ERISA Restricted Certificate), a Class S Certificate or a Class R Certificate in the form of a Non-Book
Entry Certificate shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and
the Trustee representation letters, substantially in the form of Exhibit L-3 and Exhibit L-4 to this Agreement.
Each beneficial owner of a Certificate (other than a Class S or Class R Certificate) or any interest therein will be deemed to
have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a
Plan or Plan Investor, (ii) except in the case of an ERISA Restricted Certificate, a Class VRR Certificate (regardless of whether
it is an ERISA Restricted Certificate) or a Class WMRR Certificate (regardless of whether it is an ERISA Restricted Certificate),
it has acquired and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands that there are
certain conditions to the availability of the Underwriter Exemption, including that the Certificates must be rated, at the time
of purchase, not lower than “BBB-“ (or its equivalent) by a rating agency that meets the requirements of the Underwriter
Exemption and that such Certificate is so rated and that it is an Institutional Accredited Investor or (iii) except in the case
of a Class VRR Certificate or Class WMRR Certificate (in each case unless it is being sold or transferred through Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC), (1) it is an insurance company, (2) the source of
funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as such
term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial
owner of a Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed
to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding
and disposition of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt
violation of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void
ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


(o)         [RESERVED]


 


(p)         Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 






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(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)         No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, the
Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed
transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached
as Exhibit L-1 to this Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that
such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its
debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of
a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(p) and (y) other than
in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial Purchaser
in connection with the initial offering of the Certificates, require a statement from the proposed transferor substantially in
the form attached as Exhibit L-2A to this Agreement (the “Transferor Letter”), that the proposed
transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 






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(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Code Section 860E(e) as may be required
by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such
Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate
Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred
to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 


(iv)        The
Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


 


(v)         The
Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers or Institutional Accredited Investors.


 


(q)       Any
attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null and
void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with
respect to the applicable Certificates.


 


Section
5.04       Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator
such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate
Registrar and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including the fees
and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall


 






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constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05       Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator and the Certificate Registrar, and any agent of any of them, may treat the
Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the
Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be
affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible
for distributing any report, statement or other information required to be distributed to Certificateholders has been provided
an Investor Certification, such party to this Agreement shall distribute such report, statement or other information to such Certificate
Owner (or prospective transferee) under the same circumstances, and subject to the same conditions, as such report, statement
or other information would be provided to a Certificateholder.


 


Section
5.06      Appointment of Paying Agent.
The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a paying agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall cause
such Paying Agent, if other than the Certificate Administrator or the Master Servicer, to execute and deliver to the Master Servicer
and the Certificate Administrator an instrument that is consistent in all material respects with this Agreement and in which such
Paying Agent shall agree with the Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums
held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such
sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the
Certificate Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at
least “BBB+” from each of S&P and Fitch, or shall be otherwise acceptable to each Rating Agency.


 


Section
5.07      Access to Certificateholders’ Names and Addresses; Special Notices.


 


(a)         The
Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the
names and addresses of the Certificateholders. If any Certificateholder or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information
to the Certificate Administrator at 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services –
Benchmark 2019-B12 (i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders,
(ii) states that such Certifying Certificateholder desires to communicate with other Certificateholders and Certificate Owners
with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which
Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the
receipt of such request (a “Communication Request”), furnish such Certifying Certificateholder


 






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(at such Certifying
Certificateholder’s sole cost and expense) a list of the names and addresses of the Certificateholders as of the most recent
Record Date as they appear in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the
names and addresses of Certificateholders from time to time upon request therefor.


 


(b)         The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(c)         In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents. The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Any Certificateholder or Certificate Owner will be responsible for its own expenses
in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator. Any expenses
the Certificate Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section
5.08      Actions of Certificateholders.


 


(a)         Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Certificateholders may be


 






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embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required,
to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator,
the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)         The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)         Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)         The
Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section
5.08 as it shall deem necessary.


 


Section
5.09      Authenticating Agent.
The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates. The Authenticating
Agent must be acceptable to the Depositor and must be an entity organized and doing business under the laws of the United States
of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor, having
a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision
or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating Agent
and the Certificate Administrator hereby accepts such appointment.


 


Any
entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate
Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent
by giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating


 






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Agent,
which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator.
The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.


 


Section
5.10      Appointment of Custodian.
The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial
Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this
Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian.
The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian
appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian
to act or refrain from acting. Each Custodian shall be a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “BBB”
from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.
Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the
Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the
initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with
this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond
in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with
the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of
its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies
of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations
hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement,
with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained
under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating
Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and
standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files
directly by the Certificate Administrator. Upon termination or resignation of


 






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any Custodian appointed by it, the Certificate Administrator
may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and
omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.


 


Section
5.11     Maintenance of Office or Agency.
The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar
in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at
480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Securities Window, as its office for such
purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders of any change in the location of
the Certificate Register or any such office or agency.


 


Section
5.12      Voting Procedures.
With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote
through the Depository with respect to Global Certificates and directly with registered Holders by mail with respect to Definitive
Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless different procedures
are otherwise described herein with respect to a specific vote:


 


(a)         Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which, unless otherwise specifically contemplated herein for any particular matter, shall be no less than thirty (30) days and
no later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders
of Global Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition, the
notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall
be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)         In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount, as applicable, greater than zero as of the record date of the vote shall be permitted
to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or
retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the
vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its
vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition
subject to a vote without taking into consideration the


 






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votes cast by any other Holder. Transferees or purchasers of any Class
of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such
Certificate.


 


(c)        The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.12(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with
the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)         Unless
otherwise specifically provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection
with administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders
about the matter being voted on or answer questions other than process-related questions regarding the administration of the
vote.


 


(e)         If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section
6.01      Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor.
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each shall
be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the Depositor (and
any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and hold the Depositor
(and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders harmless against
any loss, liability or reasonable expense (including,


 






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without limitation, reasonable attorneys’ fees and expenses, which
for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity)
incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of duties
of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be,
or by reason of negligent disregard of such Person’s obligations or duties hereunder, or (ii) as a result of the breach
by the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be,
of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund and the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer,
and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund and the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer and
any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful misconduct, bad faith,
fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard of the Depositor obligations
or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations or warranties contained
herein.


 


Section
6.02      Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or
a limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability
to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations
under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any of the Trust Loans
and to perform its respective duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all
of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or
substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations)
to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person
succeeding to its business, shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each
of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, then
the Master Servicer, the


 






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Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation.


 


Section
6.03       Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others.
None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or
any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the Certificateholders,
the Companion Loan Holders or any other Person for any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Agreement, or for errors in judgment. However, none of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be protected against any liability
which would otherwise be imposed by reason of (i) any breach of warranty or representation by such respective party in this Agreement
or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective party in the performance of its
obligations and duties hereunder or by reason of negligent disregard on the part of such respective party of its obligations or
duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer,
employee or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer shall be indemnified and held harmless by the Trust Fund (which indemnification amounts shall be payable out of the Collection
Account or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination
and then out of the Collection Account, provided that, to the extent that the amount relates to a Serviced Loan Combination,
is required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid
from the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to
pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder
of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection Account) against
any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses, which
for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) incurred in
connection with, or relating to, this Agreement or the Certificates, other than any such loss, liability, penalty, fine, forfeiture,
claim, judgment or expense (including any such legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith,
fraud or negligence in the performance of its obligations or duties hereunder or by reason of negligent disregard of its obligations
or duties hereunder, in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the breach
by such party of any of its representations or warranties contained herein, (iii) specifically required to be borne by the party
seeking indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that
is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or
the Asset


 






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Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal action unless such
action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability
for which reimbursement is not reasonably assured, and neither the Operating Advisor nor the Asset Representations Reviewer may
prosecute on behalf of the Trust or in the interests of the Certificateholders any legal action related to its duties under this
Agreement under any circumstances; provided, however, that each of the Depositor, the Master Servicer and the Special
Servicer may in its discretion undertake any such action related to its obligations hereunder which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund (payable out of the Collection Account or the applicable Loan Combination Custodial Account
if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided that to the
extent that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne
by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable
Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time
thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account
the amount so paid from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled
to be reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable, as
provided in Section 3.06 and Section 3.06A of this Agreement.


 


Each
of the related Outside Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be
entitled to reimbursement out of general collections in the Collection Account for the Trust’s pro rata share of
any fees, costs or expenses incurred in connection with the servicing and administration of an Outside Serviced Loan Combination
as to which the securitization trust created under the applicable Outside Servicing Agreement or any of the parties thereto are
entitled to be reimbursed pursuant to the terms of the applicable Outside Servicing Agreement and the related Co-Lender Agreement
(to the extent amounts on deposit in the related “Serviced Whole Loan Custodial Account” or “Loan Combination
Custodial Account” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) are
insufficient for reimbursement of such amounts).


 


Section
6.04       Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)         Each
of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective duties and
obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate Administrator
(who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in accordance with
Section 4.02(a)), the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan
Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider; provided, however, that the Special Servicer may not delegate any of its
servicing obligations and duties to any Sub-Servicer; and provided, further, that, with respect to any of the
Master Servicer or the


 






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Special Servicer: (i) the successor accepting such assignment and delegation (A) shall be an established
mortgage finance entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans, organized and doing
business under the laws of any state of the United States, the District of Columbia or the United States, authorized under such
laws to perform the duties of a servicer of mortgage loans or a Person resulting from a merger, consolidation or succession that
is permitted under Section 6.02 of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender
Agreement and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement which contains an assumption
by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by
the Master Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement;
(ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer or the Special Servicer
shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and
delegation under this Section 6.04; (iv) the rate at which the Servicing Fee or Special Servicing Compensation, as applicable
(or any component thereof) is calculated shall not exceed the rate then in effect; (v) for so long as no Control Termination Event
has occurred and is continuing, the successor Special Servicer is acceptable to the Controlling Class Representative (and, if
a Serviced Outside Controlled Loan Combination is affected, the successor Special Servicer is acceptable to the related Outside
Controlling Note Holder); (vi) the resigning Master Servicer or Special Servicer, as applicable, shall be responsible for the
reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies in connection with such transfer;
(vii) none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates shall in any event be appointed
as successor Master Servicer or Special Servicer; and (viii) none of the Third Party Purchaser, the Centre Retaining Third Party
Purchaser or any of their respective Risk Retention Affiliates shall in any event be appointed as successor Master Servicer. Upon
acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer,
as applicable, hereunder.


 


(b)         Except
as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master Servicer and the
Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except upon determination
that such duties hereunder are no longer permissible under applicable law; provided that, on and after the time the Trustee
receives notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties hereunder are
no longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall,
subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party,
be its successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer
or the Special Servicer, as the case may be, had received a notice of termination. Any such determination permitting the resignation
of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning
Master Servicer’s or Special Servicer’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


 






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Except
as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as
contemplated herein shall become effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer)
or a successor Master Servicer, Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities, duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein,
none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master
Servicer or Special Servicer. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer or Special Servicer would have been entitled, additional amounts
payable to such successor Master Servicer or Special Servicer shall be payable out of the Trust; provided that, for so
long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class
Representative prior to the appointment of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or
operating advisor compensation in excess of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor,
as applicable.


 


If
the Trustee or an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
resigning Master Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing
Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 6.04.


 


(c)         The
Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’ prior written
notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties and (b) upon the
appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor
and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. Except as provided in Section 6.04(d),
no such resignation by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the
resigning Operating Advisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations
of the Operating Advisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have
been entitled hereunder after the date of assumption of such obligations. If no successor Operating Advisor can be obtained to
perform such obligations for such compensation, additional amounts payable to such successor Operating Advisor shall be payable
out of the Trust; provided that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee
shall consult with the Controlling Class Representative prior to the appointment of a successor Operating Advisor at an operating
advisor compensation in excess of that permitted to the terminated Operating Advisor. If no successor Operating Advisor has been
appointed and accepted such appointment within 60 days after the resigning Operating Advisor’s giving of notice of resignation,
the resigning Operating Advisor may petition any court of competent jurisdiction for appointment of a successor. The resigning
Operating Advisor shall pay all costs and expenses associated with its resignation and the transfer of its duties (including


 






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costs
and expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


 


(d)         In
addition, in the event that, at any time following the end of the RR Interest Transfer Restriction Period for each of the HRR
Interest, the VRR Interest, the WMRR Interest and the Class TCRR Certificates, there are no Classes of Certificates outstanding
other than the Control Eligible Certificates, the Woodlands Mall Loan-Specific Certificates, the Centre Control Eligible Certificates,
the Class S Certificates, the VRR Interest and the Class R Certificates, then all of the rights and obligations of the Operating
Advisor under this Agreement shall terminate without payment of any penalty or termination fee (other than any rights or obligations
that accrued prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this
Agreement) and other than indemnification rights arising out of events occurring prior to such termination). If the Operating
Advisor is terminated pursuant to the foregoing sentence, then no replacement Operating Advisor shall be appointed.


 


Section
6.05 Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special
Servicer.
The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject
to Section 12.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to
all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such
obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if
reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special
Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer,
the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public
parent. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee under this Agreement. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which
are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person
hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor
or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in
Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer or the Special
Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect
to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or liability
for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor or
supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master
Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor,
the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or


 






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supervise the performance of the
Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such
reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder,
provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information
not required to be prepared hereunder.


 


Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section
6.06 Master Servicer, Special Servicer as Owner of a Certificate.
The Master Servicer or an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of the Special Servicer may
become the Holder (or with respect to a Global Certificate, Certificate Owner) of any Certificate with the same rights it would
have if it were not the Master Servicer or the Special Servicer or an Affiliate thereof, except as otherwise expressly provided
herein. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the
Special Servicer is the Holder or Certificate Owner of any Certificate, the Master Servicer or the Special Servicer proposes to
take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms hereof and
would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing Standard,
and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment, be considered
by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek the approval of the Certificateholders
and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee and the Certificate Administrator
a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest
in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that the Master Servicer or the Special
Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders
(other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such
instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding
greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned
by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder
shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer
shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate
Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable
expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision
that the Master Servicer or the Special


 






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Servicer be permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section
6.07      Rating Agency Fees.
The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not limited to, surveillance
fees.


 


Section
6.08      Termination of the Special Servicer.


 


(a)         (i)         The
applicable Directing Holder shall be entitled to terminate the rights (subject to Section 3.12, Section 6.03, Section
6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect
to the applicable Serviced Loans or Serviced Loan Combination, with or without cause, upon ten (10) Business Days’ notice
to the applicable Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination
of the Special Servicer with respect to a Serviced Loan Combination, the related Companion Loan Holder(s).


 


Upon
a termination (pursuant to the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b)
of this Agreement) of the Special Servicer with respect to the applicable Serviced Loans or Serviced Loan Combination, the
applicable Directing Holder shall appoint a successor Special Servicer with respect to the applicable Serviced Loans or the related
Serviced Loan Combination, as the case may be; provided, however, that (A) such successor shall meet the requirements
set forth in Section 7.02 of this Agreement, (B) the applicable Directing Holder shall (at no expense to the Trust) obtain
and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation from each Rating Agency with respect
to such proposed successor acting as a Special Servicer and (C) in the case of the appointment of a successor Special Servicer
with respect to a Serviced Loan Combination, the applicable Directing Holder shall (at no expense to the Trust or any related
Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related Other
Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation
with respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.


 


(ii)         The
procedures for removing the Special Servicer (other than with respect to any Serviced Outside Controlled Loan Combination, the
Woodlands Mall Loan Combination and The Centre Loan Combination) if a Control Termination Event has occurred and is continuing
shall be as follows: Upon (A) the written direction of Holders of Pooled Certificates evidencing not less than 25% of the Pooled
Voting Rights of the Pooled Certificates (other than the Class S Certificates) requesting a vote to terminate and replace the
Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Loan Combination, the Woodlands
Mall Loan Combination and The Centre Loan Combination) with a proposed successor Special Servicer, (B) payment by such Holders
to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (C) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency
Confirmation from each Rating Agency with respect


 






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to the termination of the existing Special Servicer and the replacement thereof
with the proposed successor (with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such
Rating Agency Confirmation to be an expense of such Holders), the Certificate Administrator shall promptly provide written notice
of the requested vote to all Pooled Certificateholders by posting such notice on its internet website and by mailing at their
addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of Pooled Certificates (other than
the Class S Certificates) evidencing at least 66 2/3% of the Pooled Voting Rights allocable to the Pooled Certificates of those
Holders that voted on such matter (provided that Holders representing the applicable Certificateholder Quorum vote on the
matter) or (b) the Holders of Pooled Certificates that are Non-Reduced Certificates evidencing more than 50% of the Voting
Rights allocable to each such Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to
Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer
under this Agreement with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination, the Woodlands
Mall Loan Combination and The Centre Loan Combination), and the proposed successor Special Servicer shall succeed to the duties
of the Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination, the Woodlands
Mall Loan Combination and The Centre Loan Combination) all as if a removal and replacement were occurring pursuant to Section
7.01 and Section 7.02 of this Agreement; provided that if such affirmative vote is not achieved within 180 days
of the initial request for a vote to terminate and replace the Special Servicer, then such vote shall have no force and effect.
The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely
the Pooled Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based
upon or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the
Pooled Certificateholders, on the other, the Pooled Certificateholders shall be entitled in their sole discretion to vote for
the termination or not vote for the termination of the Special Servicer. The Certificate Administrator will include on each Distribution
Date Statement a statement that each Pooled Certificateholder and beneficial owner of Pooled Certificates may access such notices
on the Certificate Administrator’s Website and each Certificateholder and beneficial owner of Pooled Certificates may register
to receive email notifications when such notices are posted on the website. Any such appointment of a successor Special Servicer
with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination, the Woodlands Mall Loan Combination
and The Centre Loan Combination) based on a Pooled Certificateholder vote will be subject to the receipt of a Rating Agency Confirmation.
The Certificate Administrator will be entitled to reimbursement from the requesting Pooled Certificateholders for the reasonable
expenses of posting notices of such requests.


 


(iii)        The
procedures for removing a Special Servicer to each of (A) the Woodlands Mall Loan Combination if both a Woodlands Mall Control
Appraisal Period and an applicable Control Termination Event have occurred and are


 






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continuing and (B) The Centre Loan Combination
if both a Centre Control Appraisal Period and an applicable Control Termination Event have occurred and are continuing, shall
be as follows (with references to “Applicable Certificates” in this paragraph meaning, collectively, in the
aggregate, (1) the Pooled Certificates (other than the Class S Certificates) and (2) either the Woodlands Loan-Specific Certificates
(in the case of the removal of a Special Servicer with respect to the Woodlands Mall Loan Combination) or The Centre Loan-Specific
Certificates (in the case of the removal of a Special Servicer with respect to The Centre Loan Combination)): Upon (I) the written
direction of Holders of Applicable Certificates evidencing 25% of the Voting Rights of all of the Applicable Certificates requesting
a vote to terminate and replace the Special Servicer (with respect to the related Loan Combination) with a proposed successor
Special Servicer, (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 and (III) delivery by such Holders to the Certificate
Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency addressing the removal and replacement of
the Special Servicer (which confirmations shall be obtained at the expense of such Holders), the Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on its internet website and by
mailing at their addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of Applicable Certificates
evidencing at least 66-2/3% of the Voting Rights allocable to the Applicable Certificates of those Holders that voted on such
matter (provided that Holders representing the applicable Certificateholder Quorum vote on the matter) or (b) the Holders of Applicable
Certificates that are Non-Reduced Certificates evidencing more than 50% of the Voting Rights allocable to each Class of Applicable
Certificates that are Non-Reduced Certificates, the Trustee shall terminate all of the rights and obligations of the Special
Servicer under this Agreement with respect to the related Loan Combination and appoint the proposed successor Special Servicer;
provided that if that affirmative vote is not achieved within 180 days of the initial request for a vote to so terminate and replace
the Special Servicer, then that vote will have no force and effect. The Certificate Administrator will include on each Distribution
Date Statement a statement that each Certificateholder and beneficial owner of Certificates may access such notices on the Certificate
Administrator’s Website and each Certificateholder and beneficial owner of Certificates may register to receive email notifications
when such notices are posted on the website. Any such appointment of a successor Special Servicer with respect to the related
Loan Combination based on a Certificateholder vote will be subject to the receipt of a Rating Agency Confirmation.


 


(b)         (i)          With
respect to the Woodlands Mall Loan Combination, The Centre Loan Combination or the group of the remaining Serviced Loans, if the
Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply
with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the Pooled Certificateholders
(as a collective whole), the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a


 






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copy to
the Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or
supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance
of such form with the terms and provisions of this Agreement, provided that in no event shall the information or any other
content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its
position (along with relevant information justifying its recommendation), recommending a replacement special servicer with respect
to the applicable Serviced Loans or Serviced Loan Combination, meeting the applicable requirements of this Agreement, which recommended
special servicer has agreed to succeed the then-current applicable Special Servicer if appointed in accordance herewith, and
requesting a vote on whether the existing Special Servicer should be replaced with respect to the applicable Serviced Loans or
Serviced Loan Combination. In any such event, the Certificate Administrator shall promptly post a copy of such recommendation
on the Certificate Administrator’s Website and by mail send notice of such recommendation to all Pooled Certificateholders,
asking them to vote whether they wish to remove the Special Servicer with respect to the applicable Serviced Loans or Serviced
Loan Combination. Upon (A) the affirmative vote of the Holders of Pooled Certificates evidencing at least a majority of the aggregate
outstanding principal balance of the Pooled Certificates of those Holders that voted on the matter (provided that Holders
representing the applicable Certificateholder Quorum vote on the matter within 180 days of the initial request for a vote (which,
for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Pooled Certificateholders)) and
(B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the
foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03 and
Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the applicable
Serviced Loans or Serviced Loan Combination, (y) appoint the recommended successor Special Servicer with respect to the applicable
Serviced Loans or Serviced Loan Combination and (z) promptly notify such outgoing Special Servicer of the effective date of such
termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation
and administering such vote shall be an Additional Trust Fund Expense payable out of collections on the Mortgage Loans. If such
affirmative vote of the Holders of the required Pooled Certificates contemplated by clause (A) of the second preceding sentence
is not achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on the which
the aforementioned notice was mailed to the Pooled Certificateholders), then the Trustee shall have no obligation to remove the
applicable Special Servicer and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement with respect to the applicable Serviced Loans or Serviced Loan Combination, as applicable, and to act as the applicable
Special Servicer’s successor hereunder.


 


(ii)         In
addition, with respect to the Woodlands Mall Loan Combination or The Centre Loan Combination, if the Operating Advisor determines,
in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard
and (2) a replacement of the Special Servicer would be


 






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in the best interest of the related Loan-Specific Certificateholders
(as a collective whole), the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to
the Special Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or
supplemented from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance
of such form with the terms and provisions of this Agreement, provided that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position
(along with relevant information justifying its recommendation), recommending a replacement special servicer with respect to the
applicable Serviced Loan Combination, meeting the applicable requirements of this Agreement, which recommended special servicer
has agreed to succeed the then-current applicable Special Servicer if appointed in accordance herewith, and requesting a vote
on whether the existing Special Servicer should be replaced with respect to the applicable Serviced Loan Combination. In any such
event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice of such recommendation to all of the related Loan-Specific Certificateholders, asking them
to vote whether they wish to remove the Special Servicer with respect to the applicable Serviced Loan Combination. Upon (A) the
affirmative vote of the Holders of the related Loan-Specific Certificates evidencing at least a majority of the aggregate
outstanding principal balance of the Loan-Specific Certificates of those Holders that voted on the matter (provided that Holders
representing the applicable Certificateholder Quorum vote on the matter within 180 days of the initial request for a vote (which,
for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the related Loan-Specific Certificateholders))
and (B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction
of the foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to
the applicable Serviced Loan Combination, (y) appoint the recommended successor Special Servicer with respect to the applicable
Serviced Loan Combination and (z) promptly notify such outgoing Special Servicer of the effective date of such termination. The
reasonable fees and out of pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering
such vote shall be an Additional Trust Fund Expense payable out of collections on the related Trust Subordinate Companion Loan.
If such affirmative vote of the Holders of the required related Loan-Specific Certificates contemplated by clause (A) of the
second preceding sentence is not achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt,
is the date on the which the aforementioned notice was mailed to the related Loan-Specific Certificateholders), then the Trustee
shall have no obligation to remove the applicable Special Servicer and such recommendation shall lapse and have no force or effect.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the applicable Special Servicer under this Agreement with respect


 






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to the applicable Serviced Loan Combination,
and to act as the applicable Special Servicer’s successor hereunder.


 


(iii)        No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
6.08(b). If any Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything herein
to the contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder with respect
to the Serviced Loans as to which it was terminated pursuant to any other subsection of this Section 6.08, any other section
of this Agreement or any Co-Lender Agreement.


 


(c)         In
no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any Affiliate
(including any Risk Retention Affiliate) of such current or former Operating Advisor or Asset Representations Reviewer. Further,
such successor must be a Person that (i) satisfies all of the eligibility requirements applicable to special servicers contained
in this Agreement and, in the case of a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is not obligated
or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations
under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor
for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any compensation from the
Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special
Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)         The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination
fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection
with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the
Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)         No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to the successor
Special Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each Rating
Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to
Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their
respective counterparts with


 






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respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case
with respect to such termination and appointment of a successor.


 


(f)          Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of
this Agreement mutatis mutandis as of the date of its succession.


 


(g)         In
the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including, without limitation,
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


 


(h)         As
of the Closing Date, there are separate Special Servicers for the Woodlands Mall Loan Combination, the Centre Loan Combination
and the remaining Serviced Loans, respectively. In addition, if (1) a replacement special servicer is appointed with respect to
any other Serviced Loan Combination or any related REO Property in accordance with Article VII or this Section 6.08
or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect to an Excluded Special Servicer Mortgage Loan,
there may be additional parties acting as Special Servicer hereunder. Accordingly, unless the context clearly requires otherwise:
(i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties
and obligations, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar
as such duties and obligations relate to the subject Serviced Loan Combination or any related REO Property, (B) the applicable
Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special Servicer
Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all other cases (provided, that in Section
3.15 and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Loan Combination
Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer); (ii) when used in
the context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special
Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the subject Serviced Loan Combination or any related REO Property, (B) the applicable
Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate
to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all
other cases; (iii) when used in the context of granting the Special Servicer the right to purchase all of the Trust Loans and
all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer”
shall mean the General Special Servicer only; (iv) when used in the context of granting the


 






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Special Servicer the right to purchase
the Woodlands Mall Trust Subordinate Companion Loan and related property held by the Trust Fund pursuant to Section 9.01
of this Agreement, the term “Special Servicer” shall mean the Special Servicer of the Woodlands Mall Loan Combination
only; (v) when used in the context of granting the Special Servicer the right to purchase The Centre Trust Subordinate Companion
Loan and related property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer”
shall mean the Special Servicer of The Centre Loan Combination; (vi) when used in the context of the Special Servicer being replaced
pursuant to this Section 6.08 by the applicable Directing Holder or the applicable Certificateholders, the term “Special
Servicer” shall mean the General Special Servicer, the applicable Loan Combination Special Servicer or the applicable Excluded
Mortgage Loan Special Servicer, as applicable; (vii) when used in the context of granting the Special Servicer any protections,
limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall mean each of
the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer;
and (viii) when used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or
otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean
the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General Special
Servicer, as applicable.


 


(i)          References
in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of special servicer
with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as to which a different
Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage Loan
or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).


 


(j)          Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge that it is, or has become,
a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall resign in such capacity
with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint (and replace with
or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer, for the related
Excluded Special Servicer Mortgage Loan in accordance with this Agreement.


 


If
there is no applicable Directing Holder entitled to appoint an Excluded Mortgage Loan Special Servicer for an Excluded Special
Servicer Mortgage Loan (or if there is an applicable Directing Holder so entitled but it has not appointed a replacement special
servicer for the related Excluded Special Servicer Mortgage within 30 days), then the Certificate Administrator shall provide
written notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and
such resigning Special Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the event
that the resigning Special


 






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Servicer is required to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special Servicer
shall not have any liability for the actions or inactions of the newly appointed Excluded Mortgage Loan Special Servicer or with
respect to the identity of the applicable Excluded Mortgage Loan Special Servicer (so long as, on the date of appointment, the
appointment of such Excluded Special Servicer meets the criteria set forth in this Agreement).It shall be a condition to the appointment
of any such Excluded Special Servicer that (i) such Excluded Special Servicer has delivered a Rating Agency Confirmation with
respect such appointment to the Certificate Administrator and the Trustee and, if the related Excluded Special Servicer Mortgage
Loan is part of a Serviced Loan Combination, a Companion Loan Rating Agency Confirmation with respect to such appointment to the
certificate administrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate
Administrator and the Trustee), (ii) such Excluded Special Servicer satisfies all of the eligibility requirements applicable to
the Special Servicer set forth in this Agreement and (iii) such Excluded Special Servicer delivers to the Depositor (and the Certificate
Administrator) and any applicable Other Depositor (and any applicable Other Exchange Act Reporting Party), the information, if
any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Person that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage
Loan or Loan Combination, as the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party
(including, without limitation, as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded
Special Servicer Mortgage Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded
Mortgage Loan Special Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be
an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such
Mortgage Loan or Loan Combination, as the case may be, and (4) such original Special Servicer shall be entitled to all Special
Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as
the case may be, earned during such time on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer
an Excluded Special Servicer Mortgage Loan.


 


The
Excluded Mortgage Loan Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Mortgage Loan and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to such Excluded Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special
Servicer and during such time as the related Mortgage Loan or Loan Combination is an Excluded Special Servicer Mortgage Loan (provided
that the Special Servicer shall remain entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to the Mortgage Loans and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during
such time).


 


Notwithstanding
anything to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Loan Combination, the
related Outside Controlling Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


 






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(k)       If
a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,
has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan
or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


 


Section
6.09 The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.


 


(a)         The
related Directing Holder (but in the case of an Outside Controlling Note Holder, only to the extent provided in the related Co-Lender
Agreement) shall be entitled: (1) with respect to the applicable Serviced Loan(s) that are Specially Serviced Loan(s), to advise
the Special Servicer as to all Major Decisions; (2) with respect to the applicable Serviced Loan(s) that are Performing Serviced
Loan(s), to advise the Special Servicer as to all Major Decisions; and (3) in the case of the Controlling Class Representative,
with respect to any Outside Serviced Mortgage Loan, to exercise consultation and, to the extent provided in Section 3.01(i),
consent rights (if any) and attend annual meetings with the related Outside Servicer and the related Outside Special Servicer,
in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related
Co-Lender Agreement.


 


In
addition, except as set forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this Section
6.09(a), (1) the Master Servicer shall not be permitted to take any of the actions constituting a Major Decision unless the
Master Servicer and the Special Servicer mutually agree that the Master Servicer shall take such action, subject to the consent
of the Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of an Acceptable Insurance
Default) (from the date that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation
regarding such Major Decision (provided that if the Special Servicer does not consent, or notify the Master Servicer that
it will not consent, to such Major Decision within the required 15 Business Days or 60 days, as applicable, the Special Servicer
shall be deemed to have consented to such Major Decision), and (2) the Special Servicer shall not be permitted to take,
or to consent to the Master Servicer’s taking, any of the actions constituting a Major Decision as to which the related
Directing Holder has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance
Default, twenty (20) days (or, in the case of a Serviced Outside Controlled Loan Combination, such other period contemplated by
the related Co-Lender Agreement)) after receipt of the related Major Decision Reporting Package from the Special Servicer
(provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day
period or twenty (20) day period (or, in the case of a Serviced Outside Controlled Loan Combination, such other period contemplated
by the related Co-Lender Agreement), as applicable, then the related Directing Holder will be deemed to have approved such
action and).


 


Furthermore,
any applicable Directing Holder (but in the case of an Outside Controlling Note Holder, only to the extent provided in the related
Co-Lender Agreement) may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to any


 






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Serviced Loan as such party may reasonably deem advisable or as to which provision is otherwise made herein.


 


The
Special Servicer shall consult (on a non-binding basis) with any applicable Consulting Parties in connection with any Major
Decision with respect to a Serviced Mortgage Loan or Serviced Loan Combination and consider alternative actions recommended by
each such Consulting Party, but, in the case of the Controlling Class Representative, only to the extent such consultation with,
or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance of such Control
Termination Event and, in the case of a Risk Retention Consultation Party, only under the circumstances contemplated in the third
following paragraph. The Special Servicer shall provide all information reasonably requested by any applicable Consulting Party
and in the Special Servicer’s possession that is necessary in order for such Consulting Party to exercise its respective
consultation rights set forth in the first sentence of this paragraph.


 


Each
Consulting Party shall have consultation rights with respect to such Trust Loans and/or Serviced Loan Combinations and at such
times and/or under such circumstances as contemplated by the definition of “Consulting Party.”


 


With
respect to each Major Decision regarding a Serviced Loan as to which a Directing Holder has consent rights (or the Controlling
Class Representative as a Consulting Party has consultation rights) pursuant to this Section 6.09, the Special Servicer
shall provide the related Major Decision Reporting Package to such Directing Holder (or the Controlling Class Representative as
a Consulting Party), simultaneously with the Special Servicer’s request for such party’s consent or input regarding
the related Major Decision. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor:
(i) as to Specially Serviced Loans, prior to the occurrence and continuance of a Control Termination Event and an Operating Advisor
Consultation Trigger Event, promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval
of such Major Decision Reporting Package; and (ii) as to all Serviced Loans, following the occurrence and continuance of an Operating
Advisor Consultation Trigger Event (whether or not a Control Termination Event is continuing), simultaneously with the Special
Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision. With respect to
any particular Major Decision and related Major Decision Reporting Package provided to the Operating Advisor pursuant to this
Section 6.09(a), the Special Servicer shall make available to the Operating Advisor one or more Servicing Officers with
relevant knowledge regarding the applicable Mortgage Loan and such Major Decision in order to address reasonable questions that
the Operating Advisor may have relating to, among other things, such Major Decision and potential conflicts of interest with respect
to such Major Decision.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other
than any Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation
Party), and (ii) during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan (other than any
Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party),
in each case upon request of a Risk Retention Consultation Party, the Special Servicer shall consult with such Risk Retention


 






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Consultation Party on a non-binding basis in connection with any Major Decision that it is processing (and such other matters
that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant to this Agreement)
and to consider alternative actions recommended by such Risk Retention Consultation Party in respect of such Major Decision (or
any other matter requiring consultation with such Risk Retention Consultation Party); provided that in the event the Special
Servicer receives no response from a Risk Retention Consultation Party within 10 days following the Special Servicer’s delivery
of the related Major Decision Reporting Package, the Special Servicer shall not be obligated to consult with such Risk Retention
Consultation Party on the specific matter (provided, however, that the failure of such Risk Retention Consultation
Party to respond will not relieve the Special Servicer from using reasonable efforts to consult with such Risk Retention Consultation
Party on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced Loan Combination or any other Serviced
Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party shall have any consultation rights with respect
to any related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention Consultation Party under this Agreement
shall occur only upon request of such Risk Retention Consultation Party, and any such consultation shall be on a strictly non-binding
basis and shall be subject to all limitations with respect to the procedures and timing for such consultation set forth in this
Section 6.09.


 


Notwithstanding
anything in this Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master
Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with
respect to a Major Decision, or any other matter requiring consent of, or consultation with, any applicable Directing Holder or
Consulting Party is necessary to protect the interests of the applicable Certificateholders and, with respect to any Serviced
Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, with
respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, with
respect to a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))),
the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the response of any such
Directing Holder (or, if applicable, the Special Servicer) or Consulting Party, as applicable.


 


Also
notwithstanding anything in this Agreement to the contrary, no direction, objection, advice or consultation on the part of a Directing
Holder, and no advice or consultation from any Consulting Party contemplated by this Agreement, may require or cause the Master
Servicer or the Special Servicer to violate the terms of any Trust Loan or Serviced Loan Combination, any provision of any related
Loan Documents, any related Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC
Provisions, including without limitation each of the Master Servicer’s and the Special Servicer’s obligation to act
in accordance with the Servicing Standard, or expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than
with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related
Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,
officers, directors, employees or agents to any claim, suit or liability, or cause any Trust REMIC to fail to qualify as a REMIC
or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of
the Master


 






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Servicer’s or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement
or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of
the Certificateholders and/or the Serviced Companion Loan Holders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or
any advice from a Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable
law, the REMIC Provisions or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master
Servicer, as applicable, shall disregard such refusal to consent or advice and notify in writing such Directing Holder or Consulting
Party, as applicable, the Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance
with the direction of or approval of a Directing Holder or the recommendation of the Operating Advisor or any Risk Retention Consultation
Party that does not violate any law or the Servicing Standard or any other provisions of this Agreement, will not result in any
liability on the part of the Master Servicer or the Special Servicer.


 


For
so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled,
with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval
rights set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has occurred
and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced Mortgage Loan
other than any Excluded Mortgage Loan, to exercise any consultation rights permitted under the related Co-Lender Agreement
in respect of “Major Decisions” (or any analogous concept) and the implementation of “Asset Status Reports”
(or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement and attend an annual meeting
with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside
Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement; provided that, after
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such consultation rights permitted
under the related Co-Lender Agreement in respect of “Major Decisions” (or any analogous concept) shall be exercised
by the Controlling Class Representative jointly with the Operating Advisor.


 


The
Directing Holder will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard
of obligations or duties.


 






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The
Risk Retention Consultation Parties shall have no liability to the Trust Fund, any party to this Agreement or any Certificateholders
for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.


 


By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) a Directing Holder may have special relationships and interests that conflict with those of Holders of one or more Classes
of Certificates; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative,
in the interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative,
the interests of the Holders of the related Loan-Specific Controlling Class); (iii) a Directing Holder does not have any liability
or duties to the Holders of any Class of Certificates (other than, in the case of the Controlling Class Representative, the Controlling
Class or, in the case of a Loan-Specific Controlling Class Representative, the related Loan-Specific Controlling Class); (iv)
a Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative, the
interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative, the interests
of the Holders of the related Loan-Specific Controlling Class) over the interests of the Holders of one or more other Classes
of Certificates; and (v) a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling Class
Representative, to a Controlling Class Certificateholder and, in the case of a Loan-Specific Controlling Class Representative,
to a related Loan-Specific Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of
this paragraph, and that no Certificateholder may take any action whatsoever against any Directing Holder or any affiliate, director,
officer, employee, shareholder, member, partner, agent or principal thereof for having so acted; provided, however,
that the rights of a Directing Holder are subject to any related mezzanine intercreditor agreement.


 


(b)         Notwithstanding
anything to the contrary contained herein:


 


(i)          after
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent to any action taken or not taken by any party to this Agreement;


 


(ii)         after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports or information to
which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage
Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative would
have been required under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to


 






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any Serviced AB Loan
Combination while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)        after
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as a Directing Holder; provided that each
Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as any other Certificateholder
under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans); and


 


(iv)        no
Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan with respect to the Controlling Class Representative.


 


(c)         Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to instructions, directions, objections, advice or consultation from a Directing Holder, any Risk Retention Consultation
Party, the Operating Advisor or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause
any one of them to violate applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related Loan Documents,
this Agreement, including the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or
the REMIC Provisions or that would (i) expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with
respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage
Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s
or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement, (iii) cause any Trust REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that in the reasonable judgment
of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders and/or
the Serviced Companion Loan Holders.


 


(d)         Each
Certificateholder and Certificate Owner of a Control Eligible Certificate, a Woodlands Mall Control Eligible Certificate or a
Centre Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate (or beneficial
ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to notify the Certificate
Administrator, in writing, of the transfer of any applicable Control Eligible Certificate (or the beneficial ownership of any
Control Eligible Certificate), Woodlands Mall Control Eligible Certificate (or any beneficial ownership of any Woodlands Mall
Control Eligible Certificate), Centre Control Eligible Certificate (or any beneficial ownership of any Centre Control Eligible


 






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Certificate), the selection of a Controlling Class Representative or any Loan-Specific Controlling Class Representative or the
resignation or removal of the Controlling Class Representative or any Loan-Specific Controlling Class Representative. Any such
Certificateholder (or Certificate Owner) or its designee at any time appointed Controlling Class Representative, Woodlands Mall
Controlling Class Representative or Centre Controlling Class Representative, as applicable, is hereby deemed to have agreed by
virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate),
a Woodlands Mall Control Eligible Certificate (or the beneficial ownership interest in a Woodlands Mall Control Eligible Certificate)
or a Centre Control Eligible Certificate (or the beneficial ownership of a Centre Control Eligible Certificate), as applicable,
to notify the Certificate Administrator in writing when such Certificateholder (or Certificate Owner) or designee is appointed
Controlling Class Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative,
and when it is removed or resigns. Upon receipt of any of the notices referred to in the preceding two sentences of this Section
6.09(d), the Certificate Administrator shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Trustee of the identity of the Controlling Class Representative, the Woodlands
Mall Controlling Class Representative, the Centre Controlling Class Representative, any resignation or removal of the Controlling
Class Representative, the Woodlands Mall Controlling Class Representative or the Centre Controlling Class Representative and/or
any new Holder or Certificate Owner of a Control Eligible Certificate, Woodlands Mall Control Eligible Certificate or Centre Control
Eligible Certificate. In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis)
the identity of the then-current Controlling Class, Woodlands Mall Controlling Class or Centre Controlling Class and a list
of the related Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust if such expense arises in
connection with an event as to which the Controlling Class Representative, the Woodlands Mall Controlling Class Representative
or the Centre Controlling Class Representative or the Controlling Class, the Woodlands Mall Controlling Class or the Centre Controlling
Class has consent or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor
in connection with its obligation under Section 3.29(c)(ii) of this Agreement to deliver a copy of the Operating Advisor
Annual Report to the Controlling Class Representative, the Woodlands Mall Controlling Class Representative and the Centre Controlling
Class Representative and otherwise at the expense of the requesting party) of the Controlling Class, the Woodlands Mall Controlling
Class or the Centre Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating Advisor,
the Asset Representations Reviewer and the Trustee shall be entitled to rely on the information so provided by the Certificate
Administrator.


 


In
the event of a change in the Controlling Class, the Woodlands Mall Controlling Class or the Centre Controlling Class, the Certificate
Administrator shall promptly contact the current Holder(s) (or, in the case of book-entry Certificates, Certificate Owners)
of the Controlling Class, the Woodlands Mall Controlling Class or the Centre Controlling Class, as applicable (or in each case
any designee(s) thereof), or, if known to the Certificate Administrator, one of its affiliates


 






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or, if applicable, any successor
Controlling Class Representative, Woodlands Mall Controlling Class Representative, Centre Controlling Class Representative, Controlling
Class Certificateholder(s), Woodlands Mall Controlling Class Certificateholder(s) or Centre Controlling Class Certificateholder(s),
and determine whether any such entity is the Holder (or Certificate Owner) of at least a majority of the Controlling Class, Woodlands
Mall Controlling Class or Centre Controlling Class, as applicable, (in each case, in effect after such change in Controlling Class,
Woodlands Mall Controlling Class or Centre Controlling Class) by Certificate Balance. If at any time the current Holder of the
Controlling Class (or its designee), the Woodlands Mall Controlling Class (or its designee) or the Centre Controlling Class (or
its designee) or, if known to the Certificate Administrator, one of its respective Affiliates, or any successor Controlling Class
Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative or Controlling Class
Certificateholder(s), Woodlands Mall Controlling Class Certificateholder(s) or Centre Controlling Class Certificateholder(s) is
no longer the Holder (or Certificate Owner) of at least a majority of the applicable Controlling Class, Woodlands Mall Controlling
Class or Centre Controlling Class, in each case by Certificate Balance, and the Certificate Administrator has neither (i) received
notice of the then-current Controlling Class Certificateholders, Woodlands Mall Controlling Class Certificateholders or Centre
Controlling Class Certificateholders, as applicable, of at least a majority of the Controlling Class, the Woodlands Mall Controlling
Class or the Centre Controlling Class, in each case by Certificate Balance nor (ii) received notice of a replacement Controlling
Class Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative pursuant to this
Agreement, then a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred with respect
to the related Serviced Loans or Serviced Loan Combination and shall be deemed to continue until such time as the Certificate
Administrator receives any such notice in clauses (i) or (ii).


 


Upon
receipt of notice of a change in Controlling Class Representative, Woodlands Mall Controlling Class Representative, Centre Controlling
Class Representative or any Risk Retention Consultation Party, the Certificate Administrator shall promptly forward notice thereof
to each other party to this Agreement.


 


On
the Closing Date, each of the initial Controlling Class Representative, Woodlands Mall Controlling Class Representative and Centre
Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification substantially in the
form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor). Upon the resignation or removal of the existing
Controlling Class Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative,
any successor Controlling Class Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative
shall also deliver a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator
(who shall promptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor)
prior to being recognized as the new Controlling Class Representative, Woodlands Mall Controlling Class Representative or Centre
Controlling Class Representative, as applicable.


 


(e)         Once
a Controlling Class Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative
has been selected, each


 






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of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator,
the Asset Representations Reviewer, the Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be
entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class, the Woodlands Mall Controlling
Class or the Centre Controlling Class, as applicable, in each case by Certificate Balance, or such Controlling Class Representative,
Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative shall have notified the Certificate
Administrator, the Master Servicer and each other Certificateholder of the Controlling Class, the Woodlands Mall Controlling Class
or the Centre Controlling Class, as applicable, in writing, of the resignation of such Controlling Class Representative, Woodlands
Mall Controlling Class Representative or Centre Controlling Class Representative or the selection of a new Controlling Class Representative,
Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative. Upon receipt of written notice of,
or other knowledge of, the resignation of a Controlling Class Representative, Woodlands Mall Controlling Class Representative
or Centre Controlling Class Representative, the Certificate Administrator shall request the Certificateholders of the Controlling
Class, the Woodlands Mall Controlling Class or the Centre Controlling Class, as applicable, to select a new Controlling Class
Representative, Woodlands Mall Controlling Class Representative or Centre Controlling Class Representative, as applicable.


 


(f)          If
at any time a book-entry certificate belongs to the Controlling Class, the Woodlands Mall Controlling Class or the Centre
Controlling Class, the Certificate Administrator shall notify the related Certificate Owner or Certificate Owners (through the
Depository, unless the Certificate Administrator shall have been previously provided with the name and address of such Certificate
Owner or Certificate Owners) of such event and shall request that it be informed of any change in the identity of the related
Certificate Owner from time to time.


 


(g)         Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and
the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of (i) the Certificateholders of the Controlling Class and the Controlling Class Representative, (ii) the Certificateholders of
the Woodlands Mall Controlling Class and the Woodlands Mall Controlling Class Representative and (iii) the Certificateholders
of the Centre Controlling Class and the Centre Controlling Class Representative.


 


(h)         Notwithstanding
anything to the contrary contained herein, at any time when the Class F-RR Certificates are the Controlling Class, the Holder
of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a Controlling Class
Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights
of the Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered to the Depositor,
Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder or group of affiliated
Holders that makes such an election, the “Opting-Out Party”). Whenever such waiver by an Opting-Out
Party is in effect, (1) a Control Termination Event and a Consultation Termination Event shall be


 






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deemed to have occurred and
be continuing; and (2) the rights of the holder of more than 50% of the Class F-RR Certificates (by Certificate Balance),
if the Class F-RR Certificates are the Controlling Class, to act as or appoint a Controlling Class Representative and the
rights of a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation
Termination Event is or would otherwise then be in effect). Any such waiver shall remain effective with respect to such Holder
and such Class until such time as either (x) the Class F-RR Certificates are no longer the Controlling Class or (y) the Opting-Out
Party has (i) sold a majority of the Class F-RR Certificates (by Certificate Balance) to an unaffiliated third party and (ii)
certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a)
the Opting-Out Party retains no direct or indirect Voting Rights with respect to the Class F-RR Certificates that it transferred,
(b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains
no direct or indirect economic interest in the Class F-RR Certificates that it transferred (such sale and certification, a
“Class F-RR Transfer”). Following any such Class E Transfer, and if the Class F-RR Certificates are
still the Controlling Class, the successor holder of more than 50% of the Controlling Class (by Certificate Balance) shall again
have the right to act as or appoint a Controlling Class Representative as set forth herein without regard to any prior waiver
by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section
6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative or, subject to any such limitations
set forth in this Agreement (including by reason of a Control Termination Event or a Consultation Termination Event otherwise
existing), to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any of the rights
of the Controlling Class Representative as set forth in this Agreement. No successor Certificateholder described above in this
paragraph shall have any consent rights with respect to any Serviced Mortgage Loan that became a Specially Serviced Loan prior
to the Class F-RR Transfer and had not also become a Corrected Loan prior to such Class F-RR Transfer until such Serviced
Mortgage Loan becomes a Corrected Loan.


 


(i)          CREFI,
DBNY and JPMCB shall be the initial Risk Retention Consultation Parties and shall, in each case, remain so until a successor is
appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any existing Risk Retention Consultation
Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party.
The parties hereto shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice.


 


(j)          Once
a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless CREFI (in the case of the VRR1 Risk Retention Consultation Party) or DBNY (in the
case of the VRR2 Risk Retention Consultation Party) or JPMCB (in the case of the VRR3 Risk Retention Consultation Party), as applicable,
or such Risk Retention Consultation Party itself shall have notified the Master Servicer, the Special Servicer, the Trustee, the
Certificate


 






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Administrator, the Operating Advisor and each other Holder of Class VRR Certificates, in writing, of the selection
of a new Risk Retention Consultation Party (along with contact information for such new Risk Retention Consultation Party).


 


(k)         In
the event that no VRR1 Risk Retention Consultation Party, VRR2 Risk Retention Consultation Party or VRR3 Risk Retention Consultation
Party, as applicable, has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the
Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified (along with contact information) to the Master Servicer or the Special Servicer, as applicable,
then until such time as the related new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer,
as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention
Consultation Party as the case may be.


 


(l)          Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
each Risk Retention Consultation Party may act solely in the interests of the Holders of the Class VRR Certificates; (iii) each
Risk Retention Consultation Party does not have any liability or duties to the Holders of any other Class of Certificates; (iv)
each Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes, including
the Class VRR Certificates, over the interests of the Holders of one or more other Classes of Certificates; and (v) each Risk
Retention Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through (iv) above,
and no Certificateholder may take any action whatsoever against any Risk Retention Consultation Party or any director, officer,
employee, agent or principal of such Risk Retention Consultation Party for having so acted.


 


Article
VII



DEFAULT


 


Section
7.01 Servicer Termination Events.


 


(a)         “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)          (A)
any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit
or remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the
Distribution Account or the Excess Interest Distribution Account any amount required to be so deposited or remitted,


 






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which failure
is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)         any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)        any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to
pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than
two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or
the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the
Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto, or, if affected
thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure with a 30-day cure period
is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable, has
commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure); or


 


(iv)        any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan Holder
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be
remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and
the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced
Companion Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days
(provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the


 






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initial
30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


 


(v)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the
Special Servicer, as applicable, and such decree or order shall have remained in force undischarged, undismissed or unstayed for
a period of 60 days; or


 


(vi)        the
Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its
property; or


 


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


 


(viii)      the
Master Servicer or the Special Servicer, as applicable, is removed from S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on
such list within 60 days;


 


(ix)       
(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 in this or another CMBS transaction or placed one or more classes of certificates in this or another
CMBS transaction 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


 






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(x)         with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases
to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within
60 days, as the case may be;


 


(xi)         the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S),
shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver
the items required to be delivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator
or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization
Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting
items required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant
to Article X of this Agreement, in the case of each of clauses (A) and (B), within (a) with respect to the delivery of any item
relating to a Reportable Event, two (2) Business Days of such failure to comply with Article X or (b) with respect to the
delivery of any other item, five (5) Business Days of such failure to comply with 0 (any primary servicer or Sub-Servicer
that defaults in accordance with this Section 7.01(a)(xi) shall be terminated at the direction of the Depositor).


 


If
a Servicer Termination Event with respect to the Master Servicer or the Special Servicer shall occur and be continuing, then,
and in each and every such case, so long as such Servicer Termination Event shall not have been remedied, either (i) the Trustee
may or (ii) upon the written direction to the Trustee from (x) the Holders of at least 25% of the Voting Rights of all Certificates
(or, if the Servicer Termination Event is with respect to the Special Servicer and relates to specific Mortgage Loans and/or Trust
Subordinate Companion Loans, of all Certificates evidencing interests in such affected Mortgage Loans and/or Trust Subordinate
Companion Loans) or (y) an affected Serviced Companion Loan Holder (but, subject to the next sentence, solely in the case of the
related Serviced Loan Combination and a Servicer Termination Event with respect to the Special Servicer), then the Trustee shall,
terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be
a Servicer Termination Event with respect to the pool of Trust Loans under clauses (i), (ii), (iii), (iv), (viii), (ix) or (x)
above if the failure, default or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder
or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced
Companion Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on
the part of the Master Servicer, have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination
Event with respect to the related Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the
part of the Special Servicer, be able to require termination of the Special Servicer with respect to, but only with respect to,
the related Serviced Loan Combination.


 






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In
the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section
7.01, the Master Servicer shall also be terminated as Special Servicer.


 


(b)         If
the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer to be terminated pursuant
to Section 7.01(c) provides the Trustee with the appropriate “request for proposal” materials within five (5)
Business Days following such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder
until a successor Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request
for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided
by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans
and the Serviced Loan Combinations under this Agreement from at least three (3) Persons qualified to act as a successor Master
Servicer hereunder in accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders;
provided that, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit
bids for the right to service the Mortgage Loans and Serviced Loan Combinations under this Agreement. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The Trustee
shall select the Qualified Bidder with the highest cash bid (the “Successful Bidder”) to act as successor Master
Servicer hereunder; provided, however, that if the Trustee does not receive a Rating Agency Confirmation from each
Rating Agency within 10 days after the selection of such Successful Bidder, then the Trustee shall repeat the bid process described
above (but subject to the above-described 45-day time period) until such confirmation is obtained. The Trustee shall request
the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later than 45
days after notice of the termination of the Master Servicer.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant
to Section 7.01(c) of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


The
Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 






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If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period
or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant
to Section 7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred
by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(b).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)         In
the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall,
by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combinations
and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt
by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the
Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that
it is a Certificateholder) or the Mortgage Loans and Serviced Loan Combinations or otherwise, shall pass to and be vested in the
Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Loan
Combinations and related documents, or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event
it is terminated pursuant to this Section 7.01, to promptly (and in any event no later than ten Business Days subsequent
to such notice) provide, at its own expense, the Trustee (or the successor Master Servicer selected by the Trustee pursuant to
Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed
pursuant to Section 7.02 of this Agreement) with all documents and records requested by the Trustee (or the successor Master
Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master Servicer or Special
Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) to enable the Trustee or other
successor to its responsibilities hereunder to assume its functions hereunder, and to cooperate with the Trustee and the successor
to its responsibilities hereunder in effecting the termination and transfer of its responsibilities and rights hereunder, including,
without limitation, the transfer to the successor Master Servicer or successor Special Servicer or the Trustee, as applicable,
for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer or
the Special Servicer to the Collection Account, any Loan Combination Custodial Account, any REO Account or Lock-Box Account
shall thereafter be received with respect to the Mortgage Loans and


 






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Serviced Loan Combinations, and shall promptly provide the
Trustee or such successor Master Servicer or Special Servicer (which may include the Trustee), as applicable, all documents and
records reasonably requested by it, such documents and records to be provided in such form as the Trustee or such successor Master
Servicer or Special Servicer shall reasonably request (including electromagnetic form), to enable it to assume the Master Servicer’s
or Special Servicer’s function hereunder. All reasonable costs and expenses actually incurred by the Trustee, the Certificate
Administrator or the successor Master Servicer or successor Special Servicer in connection with transferring Mortgage Files, Servicing
Files and related information, records and reports to the successor Master Servicer or Special Servicer and amending this Agreement
to reflect (as well as providing appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties
regarding) such succession as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall
be paid by the predecessor Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation
of such costs and expenses. If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the
Trustee, the Certificate Administrator or the successor Master Servicer or Special Servicer for such expenses within 90 days after
the presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the Terminated
Party shall not thereby be relieved of its liability for such expenses.


 


(d)         Notwithstanding
Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects
a Serviced Companion Loan held outside the Trust, the related Serviced Companion Loan Holder or the rating on a class of the related
Serviced Companion Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c),
or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan held
outside the Trust, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan
Securities, the Master Servicer may not be terminated in accordance with Section 7.01(c), but, at the written direction
of the related Serviced Companion Loan Holder, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer
(or, if the related Serviced Loan Combination is currently being sub-serviced, to replace, within 30 days of such direction,
the then current sub-servicer with a new sub-servicer). In connection with the Master Servicer’s appointment of
any sub-servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d), the
Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency. The related sub-servicing agreement shall
provide that any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance
with this Section 7.01(d) shall be responsible for all duties, and shall be entitled to all compensation, of the Master
Servicer under this Agreement with respect to the related Serviced Loan Combination, except that the Master Servicer shall be
entitled to retain a portion of the Servicing Fee for the Mortgage Loan and any Trust Subordinate Companion Loan that is part
of the related Serviced Loan Combination equal to any related Excess Servicing Fee with respect to such Trust Loan(s) (and any
related REO Trust Loan(s)). Such sub-servicing agreement (a) may be terminated without cause and without payment of any fee
and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing


 






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agreement
for the applicable Serviced Loan Combination in the event that such Serviced Loan Combination is no longer to be serviced and
administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement,
except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets
serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master
Servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall at any time
resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a
Rating Agency Confirmation. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires
to terminate the sub-servicer appointed under this Section 7.01(d), the terminated Master Servicer that was responsible
for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs incurred
in connection with such termination, including the payment of any termination fee.


 


(e)         If
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which, for
the purposes of this clause (e), shall include any publications by S&P, Fitch or Morningstar of which the Trustee, the Certificate
Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from S&P, Fitch or
Morningstar that the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer,
as applicable, then such party shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced
Companion Loan Holder, to the extent known to the Certificate Administrator, of the same.


 


Section
7.02     Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer or the Special Servicer receives a notice of termination pursuant to Section 7.01,
the Trustee shall, subject to the following provisions of this Section 7.02, be its successor in all respects in its capacity
as Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and, except
as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof; provided,
however, that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act
or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or
responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information
or moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master Servicer or successor
Special Servicer, shall be indemnified to the full extent provided the Master Servicer or Special Servicer, as applicable, under
this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor
Master Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer
which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee shall not be liable for any
of the representations, liabilities or warranties of the Master Servicer or Special Servicer herein or in any related document
or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any


 






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losses incurred
in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of this Agreement nor shall the
Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee
as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Fee or Special Servicing Compensation,
as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s
succession to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer,
as applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall at
any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances
and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest thereon),
until such Advances and interest shall have been repaid in full. Notwithstanding the above and subject to Section 6.08,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of Certificates entitled
to at least 25% of the Voting Rights so request in writing to the Trustee, or if the Rating Agencies do not provide Rating Agency
Confirmations with respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution for which a Rating Agency Confirmation from each Rating Agency has been obtained
(at the expense of the terminated Master Servicer or Special Servicer, as applicable, or, if the expense is not so recovered,
at the expense of the Trust Fund), as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder;
provided that, the applicable Directing Holder shall have the right to approve any successor Special Servicer with respect
to any Serviced Loan or Serviced Loan Combination. No appointment of a successor to the Master Servicer or Special Servicer hereunder
shall be effective until (i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities,
duties and liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to such successor
Special Servicer as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special
Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special
Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. In connection
with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further,
that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional
amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as
Realized Losses; and provided, further that, the Trustee shall consult with any applicable Directing Holder and
Consulting Party prior to the appointment of a successor to the Terminated Party at a servicing compensation in excess of that
permitted the Terminated Party. The Depositor,


 






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the Trustee, the Master Servicer or Special Servicer and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing
Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.


 


Section
7.03       Notification to Certificateholders.


 


(a)         Upon
any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider.


 


(b)         Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of
Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the notice
information for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider
notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating
Advisor Termination Event shall have been cured or waived.


 


Section
7.04      Other Remedies of Trustee.
During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name as trustee of an
express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Serviced Companion Loan Holders
(including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the
Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee
shall be entitled to be reimbursed for such expenses, costs and liability from the Collection Account or the Loan Combination
Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement; provided
that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such liability for such expenses, costs
and liabilities. Except as


 






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otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission
to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination
Event of the Master Servicer or the Special Servicer.


 


Section
7.05      Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination.
The Holders of Certificates evidencing not less than 66-2/3% of the Voting Rights of all the Certificates (or, if the Servicer
Termination Event is with respect to the Special Servicer and relates to specific Mortgage Loans and/or Trust Subordinate Companion
Loans, of all Certificates evidencing interests in such affected Mortgage Loans and/or Trust Subordinate Companion Loans) (and,
if such Servicer Termination Event is on the part of a Special Servicer, with respect to the related Serviced Loan Combination
only, by each affected Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination
Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating
Advisor in the performance of its obligations hereunder and its consequences, except a Servicer Termination Event in connection
with making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection
Account, a Loan Combination Custodial Account or the Lower-Tier REMIC Distribution Account or in remitting payments as received,
in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and
any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. Any costs and expenses incurred by the Certificate Administrator in connection with such default and prior to such waiver
shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand
therefor and if not reimbursed to the Certificate Administrator within 90 days of such demand, from the Trust Fund; provided
that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing,
(a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be
waived only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination Event under Section 7.01(a)(xi)
of this Agreement may be waived only with the consent of the Depositor, together with (in the case of each of clauses (a)
and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination
Event.


 


The
foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated
to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion
Loan Holder related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination
Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan
Holder will be entitled to require that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan
Holder’s request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced, to
replace, within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer with
a new sub-servicer) with respect to the applicable


 






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Serviced Loan Combination. In connection with the Master Servicer’s
appointment of a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05,
the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion
Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall be responsible for all duties,
and shall be entitled to all compensation, of the Master Servicer under this Agreement with respect to the applicable Serviced
Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the related Trust
Loan(s) equal to any related Excess Servicing Fee. Such Sub-Servicing Agreement (a) may be terminated without cause and without
the payment of any fee and (b) shall also provide that such sub-servicer shall become the master servicer under a separate
servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced Loan Combination is no longer
to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation
of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this
Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the
sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated
without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this Agreement.
If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with
this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint
a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable
resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning
or terminated sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer
is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section
7.05, the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of
such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of
any termination fee.


 


Section
7.06      Termination of the Operating Advisor.


 


(a)         An
“Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body:


 


(i)          any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the Voting Rights of all then outstanding
Certificates; provided, however, that with respect to any such failure which is not curable within such


 






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30-day
period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator with an
Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)         any
failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure
is given to the Operating Advisor by any party to this Agreement;


 


(iii)        any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of
30 days;


 


(iv)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order
shall have remained in force undischarged or unstayed for a period of 60 days;


 


(v)         the
Operating Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any
insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Operating Advisor or of or relating to all or substantially all of its property; or


 


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


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website,
unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event
shall occur then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied,
then either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of
the Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations
of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding


 






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anything herein
to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Operating Advisor Termination Event of which the Depositor becomes aware.


 


(b)         Upon
(i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that
is an Eligible Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and
expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator
shall promptly provide written notice of the requested vote to the Operating Advisor and to all Certificateholders by (i) posting
such notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the
Certificate Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Certificates evidencing more than
50% of the Voting Rights allocable to the Non-Reduced Certificates of those Holders that exercise their right to vote (provided
that Holders entitled to exercise at least 50% of the Voting Rights allocable to the Non-Reduced Certificates exercise
their right to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on which
the aforementioned notice was mailed to the Certificateholders)), the Trustee shall terminate all of the rights and obligations
of the Operating Advisor under this Agreement by notice in writing to the Operating Advisor. The provisions set forth in the foregoing
sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders and the
Trustee as between each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach
or alleged breach of such provisions. As between the Operating Advisor, on the one hand, and the Certificateholders, on the other,
the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement that each
Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each Certificateholder
and Certificate Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s
Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
for the reasonable expenses of posting such notices.


 


(c)         On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances
contemplated in Section 6.04(d) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers
such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an
Eligible Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the
Master Servicer, the Special Servicer, the


 






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Operating Advisor, the Certificate Administrator, the Depositor, the Risk Retention
Consultation Parties, any related Outside Controlling Note Holder and, if a Consultation Termination Event does not exist, the
Controlling Class Representative within one Business Day of such appointment, and the Certificate Administrator shall provide
written notice of such appointment to each Certificateholder within one Business Day of the receipt of such notice of appointment
from the Trustee. Except as contemplated by Section 7.06(b) of this Agreement, the appointment of a successor Operating
Advisor shall not be subject to the vote, consent or approval of the holder of any Class of Certificates.


 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the
date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which
successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find
a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to
find a replacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor
and the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until
a replacement Operating Advisor is appointed hereunder.


 


(d)         Upon
any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor, any related
Outside Controlling Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not exist) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the
Rule 17g-5 Information Provider. In the event that the Operating Advisor resigns or is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such resignation
or termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than any rights
to indemnification arising out of events occurring prior to such resignation or termination.


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section
8.01 Duties of the Trustee and the Certificate Administrator.


 


(a)         The
Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as
a duty. During the continuance of a


 






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Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator
undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Certificate Administrator shall be construed as a duty.


 


(b)         Each
of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them
to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein;
provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy
or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it
hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument, and if
the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction,
the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or upon direction from the
Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders.


 


(c)         Neither
the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee
or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)          Prior
to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the
Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the
Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the
Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee
or the Certificate


 






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Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other
instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements
of this Agreement without responsibility for investigating the contents thereof;


 


(ii)         Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)        Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the Voting
Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, as applicable, under this Agreement;


 


(iv)        Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons
shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee
or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or
any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan
Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation,
in connection with actions taken pursuant to this Agreement;


 


(v)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case


 






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may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein;
provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action
related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)        Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such
act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement,
any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative;
and


 


(vii)       Except
in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud,
in no event shall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator,
as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


None
of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee
or the Certificate Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. None of the provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations
to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer under this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special
Servicer in accordance with the terms of this Agreement. None of the provisions contained in this Agreement shall in any event
require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this
Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection
with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be
liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial
capacity or at its discretion).


 






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(d)         The
Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event, Consultation Termination Event or Operating Advisor Consultation
Trigger Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based
on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate
Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days
of its determination (or its receipt of notice) of the commencement or cessation of any Control Termination Event, Consultation
Termination Event or Operating Advisor Consultation Trigger Event.


 


Section
8.02      Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)         Except
as otherwise provided in Section 8.01 of this Agreement:


 


(i)          Each
of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)         Each
of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such written advice of such counsel or Opinion of Counsel;


 


(iii)       (A)           Neither
the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security
or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses
and liabilities which may be incurred therein or thereby; and


 


(B)       the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act;


 






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provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the
occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee
has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;


 


(iv)        Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


 


(v)         Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination
Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special
Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating
Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


 


(vi)        Each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)       For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual
knowledge of such event.


 






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(b)         Following
the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of
this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject
a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


 


(c)         All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither
the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(d)         Neither
the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond
its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)         Each
of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar shall
be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded
to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator herein
mutatis mutandis.


 


(f)          Notwithstanding
anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Trustee or the
Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential, proprietary,
and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted
e-mail communication will be required to complete a registration process. Instructions on how to register and/or retrieve
an encrypted message will be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as
applicable, to the E-mail Recipient.


 


(g)         No
provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties
or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to
take such action or suffering such action


 






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to be taken or omitted would violate applicable law binding upon it (which determination
may be based on Opinion of Counsel).


 


(h)         In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate
Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain
a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto
agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying
information and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator,
as applicable, to comply with Applicable Law.


 


Section
8.03      Neither the Trustee nor the Certificate Administrator Is Liable for Certificates or Trust
Loans.
The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity,
enforceability or sufficiency of any Trust Loan or related document. Neither the Trustee nor the Certificate Administrator shall
at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage,
any Trust Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for
or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders
under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or
responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance
thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof;
the existence of any Trust Loan or the contents of the related Mortgage File on any computer or other record thereof (other than
if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this
Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Trust
Loan to the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof
pursuant to Section 2.02); the performance or enforcement of any Trust Loan (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or
the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy
of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of moneys by or at the direction of the Master


 






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Servicer or any loss resulting
therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it being understood that
the Trustee shall remain responsible for any Trust Fund property that it may hold in its individual capacity; the acts or omissions
of any of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume
the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer,
the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special
Servicer) or any Sub-Servicer taken in the name of the Trustee except to the extent such action is taken at the express written
direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform
any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of
the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of this
Agreement; provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator,
as applicable, of its obligation to perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the
Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of the
proceeds of the sale of such Certificates, or for the use or application of any funds paid to the Depositor, the Master Servicer
or the Special Servicer in respect of the Trust Loans or deposited in or withdrawn from the Collection Account, the Distribution
Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account,
the Excess Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer or the Special
Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the
Certificate Administrator shall have responsibility for filing any financing or continuation statement in any public office at
any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless in
the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record this Agreement. In making any
calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated period at a stated
rate “to the extent permitted by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall
assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect
that such payment is not permitted by applicable law.


 


Section
8.04      Trustee and Certificate Administrator May Own Certificates.
The Trustee, the Certificate Administrator and any agent of the Trustee or the Certificate Administrator, each, in its individual
capacity or any other capacity, may become the owner or pledgee of Certificates, and may deal with the Depositor and the Master
Servicer in banking transactions,


 






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with the same rights it would have if it were not Trustee, the Certificate Administrator or
such agent, as the case may be.


 


Section
8.05      Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)         As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Trust Loan-by-Trust Loan basis. The Trustee/Certificate Administrator Fee (which in each
case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them
in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan (other than a Trust Subordinate Companion Loan). Any Trustee/Certificate Administrator Fee payable with
respect to the Mortgage Loans shall be payable solely from collections with respect to the Mortgage Loans, and any Trustee/Certificate
Administrator Fee with respect to a Trust Subordinate Companion Loan shall be payable solely from collections with respect to
the applicable Trust Subordinate Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master
Servicer or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer
or the Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer,
as the case may be, would have been entitled.


 


(b)         Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however, that,
subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator
shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator
Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 






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The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket
expenses incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer
or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or the Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees
and expenses and disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as
may arise from the negligence or bad faith of the Trustee.


 


(c)         Each
of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian
and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master
Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the
Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”) for, and
hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain
in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the
Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate
Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer
Indemnified Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying
Agent’s, the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful
misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate
Registrar, the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee,
director or officer of the Depositor or any Sponsor, and the Trust Fund (each an “Other Indemnified Party”)
for, and hold each of them harmless against, any loss, liability or reasonable expense (including, without limitation, reasonable


 






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attorneys’ fees and expenses incurred by the Other Indemnified Party in any action or proceeding between the Authenticating
Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as applicable,
and the Other Indemnified Party or between the Other Indemnified Party and any third party or otherwise) incurred by such parties
(i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the
Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee,
as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate
Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may be, obligations
or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar,
the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations or warranties contained
herein, or (iii) as a result of or relating to a violation of the Exchange Act or Regulation RR if such violation, in whole or
in part, results from or arises out of a breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar or the
Certificate Administrator, as the case may be, of any of its obligations under Section 5.02(f) and Section 5.03(i)
of this Agreement.


 


(d)         The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between
the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect
of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable
under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud,
bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii)
except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party
is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include
any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee
or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably
anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable
attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified
Party in connection with (i) a default under any Trust Loan and (ii) any litigation arising out of this Agreement, including,
without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05
and Section 7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d)
shall be senior to the rights of all Certificateholders.


 


(e)         Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to


 






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such resignation
or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination
of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


 


Section
8.06      Eligibility Requirements for the Trustee and the Certificate Administrator.
Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and
doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000,
and subject to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other
member of the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the
Master Servicer pursuant to Section 7.02, the Master Servicer). Neither the Trustee nor the Certificate Administrator shall
be the Third Party Purchaser or the Centre Retaining Third Party Purchaser, or a Risk Retention Affiliate of either such entity.
The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB+” by S&P
and (B) a rating on its unsecured long term-debt of at least “A-“ by Fitch or a rating on its short-term
debt of at least “F1” by Fitch; provided, however, that Wilmington Trust, National Association, as the initial
trustee will be deemed to have met the eligibility requirements in (A) and (B) above for so long as (a) it has a rating on its
unsecured long-term debt of at least “BBB” from S&P and a short term debt rating of at least “A-2”
from S&P, (b) it has a rating on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its
short-term debt of at least “F2” by Fitch and (c) the Master Servicer has (i) a rating on its unsecured long-term
debt of at least “A” by S&P and a rating on its short-term debt of at least “A-1” from S&P
and (ii) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt
of at least “F1” by Fitch (or, in the case of any Rating Agency’s rating requirement set forth above in this
sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). In
addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the
Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least
(A) “BBB+” by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term
debt is rated at least “A-2” by S&P) and (B) “BBB+” by Fitch (or, in the case of any Rating Agency’s
rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has
provided a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator,
as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income
of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate


 






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Administrator,
as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer
the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate
Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.


 


Section
8.07      Resignation and Removal of the Trustee or the Certificate Administrator.
Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificateholders, the Serviced Companion Loan Holders and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider. Upon such notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator,
as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or
Certificate Administrator, as applicable, and the successor Trustee or Certificate Administrator, as applicable. If no successor
Trustee or Certificate Administrator, as applicable, shall have been so appointed and have accepted appointment within 90 days
after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition
any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, and
such petition will be an expense of the Trust Fund. Except as set forth in the immediately preceding sentence, the Trustee or
the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other
party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning
Trust Loans by reason of change in Trustee).


 


If
at any time either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section
3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible
in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor
or Master Servicer, or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator,
as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator,
as applicable, so removed and to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates
entitled to more than 50% of the Voting Rights of all of the Certificates may at any time, with prior written notice, remove the
Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written
instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the
Trustee (in connection with the removal of the Certificate Administrator),


 






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one complete set to the Certificate Administrator (in
connection with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so removed
and one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy thereof shall
be delivered to the Serviced Companion Loan Holders.


 


In
the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all
of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combinations shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive
all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement,
with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective
until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate
Administrator, as applicable, will bear all reasonable out-of-pocket costs and expenses of each other party hereto and
each Rating Agency in connection with its termination or removal; provided that if the Trustee or the Certificate Administrator,
as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all
Certificates as provided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable
costs and expenses of the Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights
and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the Trustee or Certificate Administrator,
as applicable, to a successor trustee or certificate administrator.


 


Any
resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator,
as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of
appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08
and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment
as contemplated by the fifth paragraph of Section 10.07.


 


Upon
the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph
of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent
such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, 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-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12” or in
blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee
without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the
Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement,
such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in
items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s
possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall,
if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the
expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling


 






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Class Representative,
and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event, after consultation with the Controlling Class Representative).


 


Section
8.08      Successor Trustee or Successor Certificate Administrator.


 


(a)         Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate
Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator,
as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect
to the appointment of such successor Trustee or Certificate Administrator. In connection with the appointment of a successor Certificate
Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate
Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute
and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming
in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor
Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section
8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as
successor Trustee or successor Certificate Administrator.


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08,
the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator,
the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the
Depositor.


 


(b)         Any
successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section
8.09       Merger or Consolidation of the Trustee or the Certificate Administrator.
Any entity into which the Trustee or the Certificate Administrator may be merged or converted, or with which the Trustee or the
Certificate Administrator, as applicable, may be consolidated, or any entity resulting from any merger, conversion or consolidation
to which the


 






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Trustee or the Certificate Administrator, as applicable, shall be a party, or any entity succeeding to the corporate
trust business of the Trustee or the Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder, provided such entity shall be eligible under the provisions of Section 8.06 without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.


 


Section
8.10      Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund, the assets thereof or any property securing the same may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons
to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s) arises from any change in or matter relating
to the identity, organization, status, power, conflicts, internal policy or other development or matter with respect to the Trustee,
and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change in applicable law or the identity,
status or power of the Trust Fund; provided, however, that in the event the need to appoint such co-trustee(s)
arises from a combination of the events described in clause (i) and clause (ii), the expense shall be split evenly between the
Trustee and the Trust Fund; and provided, further, that in the event the need to appoint such co-trustee(s)
arises from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust
Fund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor
and the Trustee may consider necessary or desirable. If the Depositor shall not be in existence or shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable law, the
appointment of a co-trustee or separate trustee shall not relieve the Trustee of its responsibilities, obligations and liabilities
hereunder. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee
under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.


 


In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee solely at the direction of the Trustee.


 






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The
Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee,
or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation
of or remove any separate trustee or co-trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate trustee or co-trustee
be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate
trustee or co-trustee that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording
greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to
the Trustee hereunder.


 


Any
separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


Section
8.11 Access to Certain Information.


 


(a)         The
Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor
and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Trust Loans
or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate
Administrator or the Custodian, as applicable.


 


(b)         The
Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior
written request and during normal business hours, shall make available or cause to be made available) for review by any Privileged
Person originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate
Administrator (or a Custodian appointed by it)):


 


(i)          the
Prospectus;


 






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(ii)         this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)        all
Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;


 


(iv)        all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)         the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to
Section 10.10 of this Agreement;


 


(vi)        the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)       the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)     any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied;


 


(ix)        the
Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside
Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24
of this Agreement;


 


(x)          the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this
Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)        any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 






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(xii)       notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments
of successors thereto);


 


(xiii)      all
Special Notices;


 


(xiv)      any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)       any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;


 


provided
that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Certificate Administrator
an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class
Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it
is a Borrower Party.


 


Subject
to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies
of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section
9.01 Termination; Optional Trust Loan Purchase.


 


(a)         The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in
the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following
the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders
of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to subsection (c), (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Trust Loans and
REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond the expiration
of twenty-one


 






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years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the United Kingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph shall
be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


(b)         In
connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be
terminated and the assets of the Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC shall be sold or otherwise
disposed of in connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section
860F(a)(4)(A) providing for the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination
is given and requiring that the assets of the Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC shall be sold
for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date
of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given
pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation as of the date such notice
is given, which date shall be specified by the Certificate Administrator in the final federal income tax returns of each Trust
REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible
for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and
shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains
its own tax returns or other reasonable period.


 


(c)         The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall
notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any such Trust
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the
Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage
Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the


 






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Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder.
The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this
subsection (c).


 


(d)         If
the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section
9.01, the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate
Administrator reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that
the final distribution will be made (i) to the Holders of outstanding Regular Certificates (exclusive of the Class VRR Certificates),
to the Holders of outstanding Class VRR Certificates in respect of the Class VRR Upper-Tier Regular Interest and to the Certificate
Administrator in respect of the Lower-Tier Regular Interests, the Woodlands Mall Regular Interests and the Centre Regular
Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate
Balance, Lower-Tier Principal Balance, Woodlands Mall Principal Balance or Centre Principal Balance, as applicable, of each
such Class of Certificates, Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests, together
with amounts required to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement (or, if the
Regular Certificates are no longer outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor
Trust Certificates, of any amount remaining in the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as
applicable, in any case, following the later to occur of (a) the receipt or collection of the last payment due on any Trust Loan
included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last
asset held by the Trust Fund.


 


(e)         Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to
affected Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer, the Special
Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have received,
given or been deemed


 






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to have received a Notice of Termination but in any event not more than thirty days, and not less than ten
days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders
shall:


 


(i)          specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)         specify
the amount of any such final distribution, if known; and


 


(iii)        state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each affected Certificateholder.


 


(f)          Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund
shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within
two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay
to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to
any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 9.01.


 


(g)         For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund
pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate
Balance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R
Certificates representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to
subsection (c).


 






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(h)         (i)          Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and
the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C, Class D and Class E Certificates are reduced to zero, the Remaining Certificateholder shall have
the right to exchange all of its Certificates (but excluding the Class S and Class R Certificates) for all of the Trust Loans
and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside
Serviced Mortgage Loans) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written
notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided that such Remaining
Certificateholder shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate
Balance of the then-outstanding Principal Balance Certificates as of the day of the exchange and (C) three, divided by (ii)
360. In the event that the Remaining Certificateholder elects to exchange all of the Certificates (other than the Class S and
Class R Certificates) for all of the Trust Loans and each REO Property (and including the Trust Fund’s interest in any REO
Property acquired with respect to the Outside Serviced Mortgage Loans) remaining in the Trust Fund in accordance with the preceding
sentence, such Remaining Certificateholder, not later than the Termination Date, shall deposit in the Collection Account an amount
in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation of the Trust
Fund that may be withdrawn from the Collection Account or a Distribution Account, but only to the extent that such amounts are
not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following the
surrender of all remaining Certificates (other than the Class S and Class R Certificates) by the Remaining Certificateholder on
the Termination Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to
be released to the Remaining Certificateholder or any designee thereof, the Mortgage Files for the remaining Trust Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Remaining Certificateholder as shall be necessary
to effectuate transfer of the Trust Loans and REO Properties (and including the Trust Fund’s interest in any REO Property
acquired with respect to the Outside Serviced Mortgage Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated
in accordance with this Section 9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities under
this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee (other than the making of certain payments to Certificateholders and Serviced Companion Loan Holders, sending
of certain notices, the maintenance of books and records and the preparation and filing of final tax returns), shall terminate.
Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform select servicing functions with
respect to) the Trust Loans. For federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC, the Woodlands Mall REMIC and the Centre REMIC for an amount equal to the remaining Certificate
Balance of its remaining Certificates (other than the Class S and Class R Certificates), plus accrued and unpaid interest with
respect thereto, and the Certificate Administrator shall credit such amounts


 






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against amounts distributed in respect of the Lower-Tier
Regular Interests, the Woodlands Mall Regular Interests, the Centre Regular Interests and such Certificates. The remaining Trust
Loans and REO Properties (or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder in
liquidation of the Trust Fund pursuant to this Section 9.01.


 


(ii)         Following
the date on which (A) the aggregate of the Certificate Balances of the Class TC-A, Class TC-B, Class TC-C and Class
TC-D Certificates has been reduced to zero and (B) there is only one Holder (or multiple Holders acting unanimously) of the
Centre Loan-Specific Certificates (the “Centre Remaining Certificateholder”), the Centre Remaining Certificateholder
shall have the right to exchange all of its Centre Loan-Specific Certificates for The Centre Trust Subordinate Companion Loan
by giving written notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided that
such Centre Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate,
(B) the aggregate Certificate Balance of the then outstanding Centre Loan-Specific Certificates with a principal balance as
of the day of the exchange and (C) three, divided by (ii) 360. In the event that the Centre Remaining Certificateholder elects
to exchange all of the Centre Loan-Specific Certificates for The Centre Trust Subordinate Companion Loan remaining in the
Trust Fund in accordance with the preceding sentence, such Centre Remaining Certificateholder, not later than the Termination
Date, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts allocable to The Centre
Trust Subordinate Companion Loan or the Centre Loan-Specific Certificates due and owing to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation
of the Centre REMIC that may be withdrawn from the Collection Account, but only to the extent that such amounts are not already
on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following the surrender of
all remaining Centre Loan-Specific Certificates by the Centre Remaining Certificateholder on the designated date for the exchange,
the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Centre
Remaining Certificateholder or any designee thereof, the Mortgage Note (and, if the rest of The Centre Loan Combination has been
paid off, the entire related Mortgage File) for The Centre Trust Subordinate Companion Loan and shall execute all assignments,
endorsements and other instruments furnished to it by the Centre Remaining Certificateholder as shall be necessary to effectuate
transfer of The Centre Trust Subordinate Companion Loan, and the Centre REMIC shall be liquidated in accordance with this Section
9.01. Thereafter, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments
to Centre Loan-Specific Certificateholders, sending of certain notices, the maintenance of books and records and the preparation
and filing of final tax returns) with respect to the Centre Loan-Specific Certificates, shall terminate. For federal income
tax purposes, the Centre Remaining Certificateholder shall be


 






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deemed to have purchased the assets of the Centre REMIC for an amount
equal to the remaining Certificate Balance of its remaining Centre Loan-Specific Certificates, plus accrued and unpaid interest
with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the
Centre Regular Interests and such Centre Loan-Specific Certificates. The Centre Trust Subordinate Companion Loan and any other
assets of the Centre REMIC are deemed distributed to the Centre Remaining Certificateholder in liquidation of the Centre REMIC
pursuant to this Section 9.01.


 


(iii)       
(A) A Holder of the Woodlands Mall Loan-Specific Certificates owning a majority of the Percentage Interest of the outstanding
Woodlands Mall Controlling Class may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special
Servicer do, the Master Servicer, may also) effect an early termination of the Woodlands Mall REMIC, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution
Date on which the aggregate Stated Principal Balance of the Woodlands Mall Trust Subordinate Companion Loan is less than 1% of
the Stated Principal Balance of the Woodlands Mall Trust Subordinate Companion Loan as of the Cut-off Date, by purchasing
on the designated date the Woodlands Mall Trust Subordinate Companion Loan and the other assets of the Woodlands Mall REMIC at
a purchase price, payable in cash, equal to (i) the sum of (1) the applicable Purchase Price and (2) the reasonable out of pocket
expenses of the Master Servicer (unless the Master Servicer is the purchaser of the Woodlands Mall Trust Subordinate Companion
Loan), the Special Servicer (unless the Special Servicer is the purchaser of the Woodlands Mall Trust Subordinate Companion Loan),
the Trustee and the Certificate Administrator, as applicable, with respect to such purchase, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed related Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid related Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding with respect to the Woodlands Mall Trust Subordinate Companion Loan (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


(B)       A
Holder of Centre Loan-Specific Certificates owning a majority of the Percentage Interest of the outstanding Centre Controlling
Class may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special Servicer do, the Master
Servicer, may also) effect an early termination of the Centre REMIC, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution Date on which the aggregate
Stated Principal Balance of The Centre Trust Subordinate Companion Loan is less than 1% of the Stated Principal Balance of The
Centre Trust Subordinate Companion Loan as of the Cut-off Date, by


 






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purchasing on the designated date The Centre Trust Subordinate
Companion Loan and the other assets of the Centre REMIC at a purchase price, payable in cash, equal to (i) the sum of (1) the
applicable Purchase Price and (2) the reasonable out of pocket expenses of the Master Servicer (unless the Master Servicer is
the purchaser of The Centre Trust Subordinate Companion Loan), the Special Servicer (unless the Special Servicer is the purchaser
of The Centre Trust Subordinate Companion Loan), the Trustee and the Certificate Administrator, as applicable, with respect to
such purchase, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the
aggregate amount of unreimbursed related Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances
and any unpaid related Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding with respect to The Centre
Trust Subordinate Companion Loan (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


(C)       In
connection with a termination contemplated by Section 9.01(h)(iii)(A) of this Agreement, the Woodlands Mall REMIC shall
be terminated and the assets of the Woodlands Mall REMIC shall be sold or otherwise disposed of in connection therewith pursuant
to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated
by the provisions hereof pursuant to which the applicable notice of termination is given and requiring that the assets of the
Woodlands Mall REMIC shall be sold for cash and that the Woodlands Mall REMIC shall terminate on a Distribution Date occurring
not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(h)(iii)(C),
the notice given pursuant to Section 9.01(h)(iii)(A) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income
tax return of the Woodlands Mall REMIC. Notwithstanding the termination of the Woodlands Mall REMIC, the Certificate Administrator
shall be responsible for filing the final Tax Returns for the Woodlands Mall REMIC for the period ending with such termination,
and shall maintain books and records with respect to the Woodlands Mall REMIC for the period for which it maintains its own tax
returns or other reasonable period.


 


(D)       In
connection with a termination contemplated by Section 9.01(h)(iii)(B) of this Agreement, the Centre REMIC shall be terminated
and the assets of the Centre REMIC shall be sold or otherwise disposed of in connection therewith pursuant to a “plan of
complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated by the provisions
hereof pursuant to which the applicable notice of termination is given and requiring that the assets of the


 






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Centre REMIC shall
be sold for cash and that the Centre REMIC shall terminate on a Distribution Date occurring not more than 90 days following the
date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(h)(iii)(D), the notice given pursuant
to Section 9.01(h)(iii)(B) shall constitute the adoption of the plan of complete liquidation as of the date such notice
is given, which date shall be specified by the Certificate Administrator in the final federal income tax return of the Centre
REMIC. Notwithstanding the termination of the Centre REMIC, the Certificate Administrator shall be responsible for filing the
final Tax Returns for the Centre REMIC for the period ending with such termination, and shall maintain books and records with
respect to the Centre REMIC for the period for which it maintains its own tax returns or other reasonable period.


 


(iv)       Any
Person(s) effecting an early termination of the Trust Fund, the Woodlands Mall REMIC or the Centre REMIC as provided in the prior
paragraphs shall first notify the Controlling Class Representative, the Woodlands Mall Controlling Class Representative, the Centre
Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class
R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative, the Woodlands Mall
Controlling Class Representative, the Centre Controlling Class Representative and each Certifying Certificateholder) of its intention
to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all
parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans, any Trust Subordinate Companion
Loan(s) and/or other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its
purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to this subsection(c).


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
10.01 Intent of the Parties; Reasonableness.
The parties hereto acknowledge and agree that the purpose of Article X of this Agreement is to facilitate compliance by
the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the
Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over
time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by
the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving
interpretations of Regulation AB. In connection with the Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12, and any


 






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Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate
fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable,
to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the
reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange
Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer,
or the servicing of the Mortgage Loans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor,
as applicable, to be necessary in order to effect such compliance.


 


Section
10.02    Succession; Sub-Servicers; Subcontractors.


 


(a)         For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,
the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any
Person (i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged
or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer
or Certificate Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator,
the Trustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected,
at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior
to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than one
(1) Business Day after such effective date, (x) written notice to the Depositor and each such Other Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and each such Other Depositor,
all information relating to such successor (which such successor Master Servicer, Special Servicer, Sub-Servicer or Certificate
Administrator shall be required to provide) reasonably requested by the Depositor or any such Other Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange
Act are required to be filed under the Exchange Act). The Certificate Administrator (or the Trustee, if applicable) shall provide
similar notice to the Depositor and each such Other Depositor in connection with any resignation or termination of the Master
Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with respect to each Serviced
Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each Co-Lender Agreement
(including with respect to the provision of any required notices) in connection with any resignation, termination, replacement
or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor
thereto.


 






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(b)         For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Master
Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the
Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)
utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request
provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written
description (in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each
Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying
(i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function
Participant used by such Servicer for the benefit of the Depositor to comply with the provisions of Section 10.09 and Section
10.10 of this Agreement to the same extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each
such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable
efforts to cause such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related
accountant’s attestation required to be delivered by such Subcontractor under Section 10.09 and Section 10.10
of this Agreement, in each case, as and when required to be delivered.


 


(c)         For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement,
such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of
Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the
meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement
of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator,
as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing
agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed
to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related
Sub-Servicing Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer
or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered to the Depositor,
the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior to the effective date of such
engagement. Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the
Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan
is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant


 






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to Section 10.07 of this
Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages
a Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any
of the duties of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the
related Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement
(with respect to any other Servicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master
Servicer, an assignment to the Master Servicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such
other Servicer, as applicable, determines that, as a result of such amendment or modification, the Sub-Servicer or sub-servicer,
as applicable, would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services
20% or more of the pool assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide
written notice of such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as any
Other Depositor as to which the applicable Companion Loan is affected at least five (5) Business Days prior to the effective date
of such amendment, modification or assignment (or if such prior notice would be violative of applicable law or any applicable
confidentiality agreement, no later than the time required under Section 10.07 of this Agreement). Such notice shall contain
all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as
any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(e)         For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this
Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary
for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 






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Section
10.03 Filing Obligations.


 


(a)         The
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization
Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section
10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K
and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the
Depositor.


 


(b)         In
the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or
Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form
8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next
calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the
Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K,
the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure
information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K
or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties
as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or
Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate
Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to
prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation
and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or


 






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failure to
receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such
Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.


 


Section
10.04   Form 10-D and Form ABS-EE Filings.


 


(a)         Within
15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D and Form ABS-EE then required by the Exchange Act, in form
and substance as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus and
the Preliminary Prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required
to be filed with the Commission and incorporated by reference into each such document. The Certificate Administrator shall file
each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator
shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity
of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form
10-D and/or Form ABS-EE (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph,
be (i) reported by the parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate Administrator
and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant
for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting, direction and approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one
(1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon
(New York City time) on the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as
set forth on Exhibit U to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor,
and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-D Disclosure is
relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof
(other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party)
in EDGAR-Compatible Format (to the extent available to such party in such format) or (in the case of asset-level information
required by Item 1A on Form 10-D) XML Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance
of the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U to this Agreement shall
include with such Additional Form 10-D Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the
case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under


 






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Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit W-1 to this Agreement (except with respect to the reporting
of balances of the Collection Account, each Loan Combination Custodial Account and each REO Account which shall be delivered in
the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any information
relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit U to the Master Servicer
within four (4) calendar days after the related Distribution Date) and (iii) the Depositor shall approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D or (in the case of
asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided that any
Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations
to provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U
to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form
10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the
Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D or (in the case
of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this
paragraph.


 


(b)         Any
Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information required by Rule
15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the
substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this Agreement,
(ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central
Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, (iii) include
a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned “Central
Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the Certificate Administrator
pursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by reference the Form ABS-EE
filing for the related reporting period (which Form ABS-EE disclosures shall be filed at the time of each filing of the applicable
report on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of the related
reporting period), (v) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the
form of Exhibit W-2 hereto for inclusion therein within the time period described in this Section 10.04, the
balances of the Collection Account, each Loan Combination Custodial Account and each REO Account (to the extent the related information
has been received from the Special Servicer within the time period specified in this Section 10.04), in each case as of
the related Distribution Date and as of the immediately preceding Distribution Date and (vi) the balance of the Distribution Account,
the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account, in
each case as of the related Distribution Date and as of the immediately preceding Distribution Date.


 






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(c)         With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the Master Servicer
(with respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional
Debt or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


(d)         The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Richard Simpson, Telephone: (212) 816-5343. The Certificate
Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides
the Certificate Administrator with a new individual’s name and phone number in writing.


 


(e)         Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
relating to the Collection Period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report
Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review
Report Summary from the Asset Representations Reviewer.


 


(f)          To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.07, the Certificate Administrator shall include on
the Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate,
and such disclosure is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 






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(g)       At
the time required under Section 10.04(a), the Certificate Administrator shall file each Form ABS-EE with a copy of
the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 4.02(b)
as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such
Form ABS-EE pursuant to Section 4.02(b), the Certificate Administrator shall file such Schedule AL Additional File
as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact,
reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule
AL File or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents
of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


(h)       After
preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically
copies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule
AL Additional File received by the Certificate Administrator) to the Depositor for review no later than seven (7) calendar days
after the related Distribution Date or, if the 7th calendar day after the related Distribution Date is not a Business Day, the
immediately preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions
that the Depositor may pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC®
Schedule AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date
of data that had been included in the Initial Schedule AL File or the Initial Schedule AL Additional File or (2) changes made
to such CREFC® Schedule AL File or Schedule AL Additional File by the Certificate Administrator following receipt
from the Master Servicer). The Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent related
to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC®
Schedule AL File or any Schedule AL Additional File as soon as possible. Within four (4) Business Days after receipt of copies
of such Forms 10-D and ABS-EE from the Certificate Administrator, but no later than two (2) Business Days prior to the
15th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and an
officer of the Depositor shall sign the Form 10-D and Form ABS-EE with respect to the Trust and return an electronic or
fax copy of each of the signed Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE (in electronic form or by fax
copy), the Certificate Administrator shall deem such reports to be approved by the Depositor and shall proceed with filing such
reports with the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust cannot be filed on time or if a previously
filed Form 10-D or Form ABS-EE with respect to the Trust needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate
Administrator will make available on its internet website a final executed copy of each Form 10-D and Form ABS-EE with
respect to the Trust prepared and filed by the


 



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 Certificate Administrator. The signing party at the Depositor can be contacted
at Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard
Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial
Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number:
(347) 394-0898, e-mail: raul.d.orozco@citi.com, and with a copy to Citigroup Commercial Mortgage Securities Inc.,
388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988,
e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.04 related to the timely preparation
and filing of Form 10-D and Form ASB-EE with respect to the Trust is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 10.04. The Certificate Administrator shall have no liability
for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file any Form 10-D or Form ABS-EE with respect to the Trust, where such failure results because required
disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator
after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


 


(i)       Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect
to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written notice
(which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice
shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature for such
filing pursuant to Section 10.04(h) of this Agreement.


 


Section
10.05 Form 10-K Filings.


 


(a)       Within
90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of the Trust ends on December
31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”),
commencing within 90 days after December 31, 2019, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such Form
10-K with respect to the Trust shall include the following items, in each case to the extent they have been delivered to the
Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth in this Agreement:


 


(i)         an
annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as
described under


 



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 Section 10.08; provided that the related signature pages may be delivered separately from such compliance
statement;


 


(ii)           (A)       the
annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section
10.09; and


 


(B)       if
any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section
10.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included;


 


(iii)          (A)      the
registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10; and


 


(B)       if
any registered public accounting firm attestation report described under Section 10.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)       a
certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall,
except as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related
signature pages may be delivered separately.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the second following paragraph, be (i) reported by the parties set forth
on Exhibit V to this Agreement to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange
Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii)
approved by the Depositor and such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not
later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties
to this Agreement and the


 



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 Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant
retained by such party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required
to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which
may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party
to this Agreement, including the name and address of any new party to this Agreement.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later
than March 1, commencing in March 2020, (i) the parties listed on Exhibit V to this Agreement shall be required to provide
(and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other
Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant
to provide) to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to
which the particular Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing
Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as
the case may be or any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent
available to such party in such format) or in such other format as otherwise agreed upon by the Certificate Administrator, the
Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance
of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement applicable to such party, (ii) the
parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-K Disclosure applicable to
such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall
use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W
to this Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations to provide
Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V
to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form
10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the
Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to
the Trust pursuant to this paragraph.


 


After
preparing a Form 10-K with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary
copy of such Form 10-K to the Depositor for review no later than March 15 in the year immediately following the year as to
which such Form 10-K relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within three


 



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(3) Business Days after receipt of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide
a complete Form 10-K with respect to the Trust to the Depositor for review no later than March 21 in the year immediately
following the year as to which such Form 10-K relates, or if March 21 is not a Business Day, on the immediately following
Business Day. Within three (3) Business Days after receipt of such complete Form 10-K, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes or approval to such complete Form 10-K. No
later than 5:00 p.m. (New York City time) on the third Business Day prior to the 10-K Filing Deadline, a senior officer of
the Depositor shall sign the Form 10-K with respect to the Trust and return an electronic or fax copy of such signed Form
10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such
signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved
by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K with respect to the Trust cannot
be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities
Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943,
e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street,
5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013,
Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other
address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K with respect to the
Trust is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged
or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 10.05. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of
or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-K with respect to
the Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its
own negligence, bad faith or willful misconduct.


 


(b)       Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect
to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written notice
(which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice


 



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shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature for such
filing pursuant to Section 10.05(a) of this Agreement.


 


Section
10.06 Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley
Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley
Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect
to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person
who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying Person”)
no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not
a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit
Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6,
Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying
Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced
under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and
upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance to
the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer,
the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the
case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing
agreement, as the case may be.


 


Section
10.07 Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), or if requested by the Depositor, the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K with respect to the Trust in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) that is approved by the Depositor shall, pursuant to the following paragraph, be reported by
the applicable parties set forth on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator and each
Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange
Act reporting purposes, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K


 



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 Disclosure
Information or any Form 8-K with respect to the Trust, absent such reporting, direction and approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent
a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or
any lawyer in the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable
Event (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business
Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required
to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any
other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting
Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-Compatible
Format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties
any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable
(ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information applicable
to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall
use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit
W-1, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Form 8-K Disclosure Information on Form 8-K with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of its obligations to provide
Form 8 K Disclosure Information that is true and accurate in all material respects and in compliance with all applicable requirements
of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor
will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with
including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


 


With
respect to any Loan Combination, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or
an Outside Serviced Co-Lender Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event
with respect to any Outside Service Provider of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator,
as the case may be, shall promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on
behalf of the Trust any Form 8-K, as required by the Exchange Act and (ii) upon the execution of any amendment to a related
Co-Lender


 



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 Agreement, the Master Servicer, the Special Servicer or the Trustee, as the case may be, executing such amendment
on behalf of the Trust shall promptly notify the Depositor and the Certificate Administrator of such execution and cooperate with
the Depositor and the Certificate Administrator to prepare and file on behalf of the Trust any Form 8-K, as required by the
Exchange Act.


 


After
preparing any Form 8-K with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the
Form 8-K to the Depositor for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related
Reportable Event (but in no event earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant
to the immediately preceding paragraph). Promptly, but no later than the close of business on the third Business Day after the
related Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 8-K. No later than noon on the fourth Business Day after the related Reportable
Event, a duly authorized representative of the Depositor shall sign the Form 8-K with respect to the Trust and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
If a Form 8-K with respect to the Trust cannot be filed on time or if a previously filed Form 8-K with respect to the
Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this
Agreement. Promptly after filing with the Commission, the Certificate Administrator will, make available on its internet website
a final executed copy of each Form 8-K with respect to the Trust, to the extent such Form 8-K has been prepared and filed
by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities
Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943,
e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street,
5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013,
Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other
address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 10.07 related to the timely preparation and filing of Form 8-K with respect to the
Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section
10.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare and/or timely file any Form 8-K with respect to the Trust, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties to
this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


In
the case of a Form 8-K that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination,
removal, resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Sub-Servicer or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor
is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor
Master Servicer, Special Servicer, Trustee, Certificate


 



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 Administrator, Sub-Servicer or Subcontractor, as applicable, shall,
as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses
relating to such termination, removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate
Administrator and the Depositor on or before the date of such proposed succession the following: (i) any information (including,
but not limited to, disclosure information) required for the Trust to comply in a timely manner with applicable filing requirements
under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s)
with respect to such information that are substantially similar to those delivered by the initial Master Servicer, the initial
Special Servicer, the initial Trustee, the initial Certificate Administrator or the initial Sub-Servicer, as the case may
be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure
materials relating to this Trust.


 


Section
10.08 Annual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the
Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master
Servicer, the Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of
such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional
Servicer to furnish, and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement),
shall cause such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer,
the Custodian, the Certificate Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the
Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an
Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only
in the case of an Officer’s Certificate furnished by the Special Servicer and the Depositor on or before March 1 of each
year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in EDGAR-Compatible Format, or
in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor,
the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such
Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such
officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement,
or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material
respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is
a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired
by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination Event,
the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each such Officer’s Certificate, the Depositor
(and, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other


 



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 Depositor and Other Exchange Act Reporting Party) may review
each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature
of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or
the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion
Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or
primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer
that serviced a Mortgage Loan or Companion Loan during the applicable period, whether or not the Certifying Servicer is acting
in such capacity at the time such Officer’s Certificate is required to be delivered.


 


With
respect to each Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator
shall request, and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer”
(as such terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside
Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s
Certificate in form and substance similar to the Officer’s Certificate described in this Section or such other form as is
set forth in the Outside Servicing Agreement.


 


Section
10.09 Annual Reports on Assessment of Compliance With Servicing Criteria.


 


(a)       On
or before March 1 of each year commencing in March 2020, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year,
the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant
and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be,
a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders
(or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and
Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and
the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in EDGAR-Compatible
Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other
Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material
respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing
Criteria to assess compliance


 



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 with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material
instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof
and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered
pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate
Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in
the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each
such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each
Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the
Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt,
the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the
Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of
Regulation AB.


 


(b)      On
the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the
Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria
for such party.


 


(c)      No
later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for
the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)      In
the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an


 



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 Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to
the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect
to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement with
respect to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trustee (if it has made, or is required to make, an Advance during such period of time) or the Operating Advisor was subject to
this Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


 


With
respect to each Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment
of compliance as described in this Section and an attestation as described in Section 10.10 from the related Outside Servicer,
Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and
in form and substance similar to the annual report on assessment of compliance described in this Section 10.09 and the
attestation described in Section 10.10.


 


Section
10.10 Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing
in March 2020, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense,
shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such
party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to
this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee,
the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American
Institute of Certified Public Accountants to furnish a report (together with a copy thereof in EDGAR-Compatible Format, or
in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor,
the applicable Other Exchange Act Reporting Party and the applicable party required to furnish, or cause to be furnished, such
report under this Section 10.10) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case
of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer) and the
Depositor, and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling


 



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 Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant
Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such
Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it is
not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such
report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must
be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder,
upon the written request thereof, by the Certificate Administrator.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trustee (if applicable), the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor
may review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee (if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion
Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate
Administrator’s, the Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section relates to an assessment of compliance meeting the requirements of Section 10.09 of this Agreement and notify the
Depositor of any exceptions.


 


Section
10.11 Significant Obligors.


 


(a)       [Reserved]


 


(b)       With
respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor has
notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, to the extent
that the Master Servicer is in receipt of the updated financial statements of such Significant Obligor for any calendar quarter
(other than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of
notice from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated
financial statements of such Significant Obligor for any calendar year, beginning for the calendar year following such notice
from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and the


 



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 Other Exchange Act Reporting
Party of such Other Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or four (4) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or fourteen (14) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating income
of such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating income
of such Significant Obligor for the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of any Significant Obligor with respect to an Other Securitization Trust by the date on
which such financial information is required to be delivered under the related Loan Documents, the Master Servicer (i) shall use
efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the related
Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related
Loan Documents, (ii) shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor to
obtain the required financial information, and (iii) if unsuccessful, shall, no later than five (5) Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization Trust.


 


For
the avoidance of doubt, the Special Servicer shall be responsible for collecting the financial statements and calculating net
operating income with respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and
Section 4.02(b).


 


Section
10.12 Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall
indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of
the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including
without limitation reasonable attorney’s fees and expenses related to the enforcement of this indemnity and the costs of
investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party
arising out of: (i) the failure of any Indemnifying


 



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Party to perform its obligations under this Article X; (ii) the failure of any Servicing Function Participant or Additional
Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article
X; (iii) any untrue statement of a material fact contained in any information (x) regarding the Indemnifying Party or any
Servicing Function Participant, Additional Servicer or Subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer),
(y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent retained
by such party to prepare such information and (z) delivered by or on behalf of such Indemnifying Party in connection with the
performance of such Indemnifying Party’s obligations described in this Article X, or the omission to state in any
such information a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, that such Indemnifying Party shall be entitled to participate at its own expense in any action
arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect to any litigation or audit
strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (provided that any
such consultation shall be non-binding); (iv) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with respect
to such Indemnifying Party.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and
Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to
cause such Servicing Function Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function
Participant or Additional Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate)
with the Depositor or any Other Depositor, as applicable, as necessary for the Depositor or any Other Depositor, as applicable,
to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed
in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting
Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which
information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
for inclusion in the Depositor’s or any Other Depositor’s


 



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 response to the Commission, unless such Affected Reporting
Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the
Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained
by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If
such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or
resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts
to keep the Depositor or any Other Depositor informed of its progress with the Commission and copy the Depositor or any Other
Depositor on all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity to participate
(at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the Commission and
(ii) the Depositor or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize such Affected
Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments
from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor
(or any Other Depositor) and the applicable Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and
expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other
than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above)
and any amendments to any reports filed with the Commission related to the foregoing shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee
shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to
comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with,
this paragraph) in the related sub-servicing or similar agreement.


 


The
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall
cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect
to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor,
each Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any,
who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses (including without limitation reasonable attorneys’
fees and expenses related to the enforcement of such indemnity and the costs of investigation, legal defense and any amounts paid
in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to
provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable


 



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 sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part
in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by such Servicer (as
defined in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c), or (iv)
any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.


 


If
the indemnification provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable
or insufficient to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer
of the Depositor or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Additional Servicer
or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or payable
to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion
as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other
in connection with a breach of the Performing Party’s obligations pursuant to this Article X (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer
(and with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use
commercially reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution
obligations. This Section 10.12 shall survive the termination of this Agreement or the earlier resignation or removal of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate
Administrator.


 


Section
10.13 Amendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of
this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed
within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the
Certifying Person without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of
any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


Section
10.14 Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator
to the Depositor pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any
contrary provision in this Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 388
Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail:
richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor,
New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc.,


 



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 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988,
e-mail: ryan.m.oconnor@citi.com, or to such other address(es), facsimile numbers and/or electronic mail addresses as
may be designated by the Depositor.


 


Section
10.15 Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not be
effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may
not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on
behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any
Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within
the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto
needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any
amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii)
following the Certificate Administrator’s failure to comply with any of such obligations under this Article X on
or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate
Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated
in accordance with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause
it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or
Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section
10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.


 


Section
10.16 Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained
in this Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’
notice if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under
this Article X; provided that such termination shall not be effective until a successor master servicer or special
servicer, as applicable, shall have accepted the appointment.


 


Section
10.17 Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the
Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the
Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a
party to entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent of any other
Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any
Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation
AB or as otherwise contemplated by this Article X and (ii) promptly notify the Depositor following any failure of the applicable
Sub-Servicer or sub-servicer, as applicable, to


 



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 deliver any
Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation
AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights described
in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement
(with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer)
as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or
the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.


 


Section
10.18 Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)       Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article X, in connection with the requirements contained in this Article X that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any
such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other
Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written
notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply
with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable,
has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 12.04 of this Agreement and (ii) such period
shall not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information
for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.08, Section 10.09
and Section 10.10 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this
Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor
or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect; provided further,
that this notice requirement does not apply to any Serviced Companion Loan that is included in any Other Securitization as of
the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations
Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting
Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such
Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other
Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified in this
Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing
any of the reports or other information required to be delivered under this Article X in connection therewith and (i) upon
such confirmation, the parties shall comply


 



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 with the deadlines for delivery set forth in this Article X with respect to
such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such
items; provided that no such confirmation will be required in connection with any delivery of the items contemplated by
Section 10.08, Section 10.09 and Section 10.10 of this Agreement. Such confirmation shall be deemed given
if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to
the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate
party hereto receives such written statement. The parties hereunder shall also have the right to require that such Other Depositor
provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other parties to the
Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit
a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate
by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the
holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Serviced
Companion Loan.


 


(c)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect
to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or
the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the
case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated
to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding
item with respect to this Trust.


 


(d)       Each
of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and
the trustee under the Other Pooling and Servicing Agreement


 



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 related to any Other Securitization Trust the following: (i) any information
(including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner
with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this
Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this
Series 2019-B12 securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications
and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable
Serviced Companion Loan Holder that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion
in such Other Securitization Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal,
resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
under this Agreement, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s)
provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the same party or parties required to pay
the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section
10.19 Termination of Exchange Act Filings With Respect to the Trust. On or prior to January 30th of the first year
in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law, to suspend its
Exchange Act filings with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification
relating to the suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed
with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of
such form, the obligations of the parties to this Agreement under Section 10.04, Section 10.05, Section 10.06
and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K with respect to the Trust as


 



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 required pursuant to Section 10.04, Section 10.05, Section 10.06 and Section
10.07, and all parties’ obligations under this Article X shall recommence.


 


Article
XI



ASSET REVIEW PROVISIONS


 


Section
11.01 Asset Review.


 


(a)       On
or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master
Servicer, the Special Servicer and all Pooled Certificateholders. Any notice required to be delivered to the Pooled Certificateholders
pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate
Administrator’s Website and (ii) by mailing such notice to the Pooled Certificateholders’ addresses appearing in the
Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry
Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the
Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused
the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are
60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”
On each Distribution Date occurring after providing such notice to Pooled Certificateholders, the Certificate Administrator, based
on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any
additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL
within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and
the Asset Representations Reviewer.


 


If
Pooled Certificateholders evidencing not less than 5% of the Pooled Voting Rights of the Certificates deliver to the Certificate
Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written
direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate
Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Pooled Certificateholders
and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In
the event there is an affirmative vote to authorize an Asset Review by Holders of Pooled Certificates evidencing at least a majority
of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review
Vote”), the Certificate Administrator shall promptly provide written


 



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notice thereof (the “Asset Review Notice”)
to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation
Parties and the Pooled Certificateholders (such notice to Pooled Certificateholders to be effected by posting such notice on the
Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the
Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry
Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data
Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK.
Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the
Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the
receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the
Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred
as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review
Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A)
and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review
Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled
to administer any vote in connection with the foregoing through an agent. For the avoidance of doubt, the Asset Representations
Reviewer shall not perform any Asset Review with respect to either Trust Subordinate Companion Loan at any time.


 


(b)       (i)           Upon
receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian
(with respect to clauses (1) – (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6)
below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced
Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of
such notice from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan,
in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus,
a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(A)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 






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(B)       a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(C)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(D)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(E)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(F)       any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset
Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)        Notwithstanding
the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to the Mortgage Loan
Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 11.01 (any such information, “Unsolicited Information”).


 


(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the Asset Review Standard and the procedures set forth on Exhibit JJ (each such procedure, a “Test”).
Once an Asset Review of a Mortgage


 



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Loan is completed, no further Asset Review shall be required in respect of, or performed on,
such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan
at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence
of such new Asset Review Trigger.


 


(v)        No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       In
connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect to
each Delinquent Loan:


 


(A)       Within
10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition of “Review
Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in any event
within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the
Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any Review Materials
made available or delivered to the Asset Representations Reviewer are missing any documents required to complete any Test for
such Delinquent Loan, the Asset Representations Reviewer shall promptly notify the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents,
and request that the Master Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10 Business
Days after receipt of notification from the Asset Representations Reviewer) deliver to the Asset Representations Reviewer such
missing documents in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 12.04 of this Agreement.
In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, within such
10-Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller;
provided that the Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver any
such missing documents only to the extent such documents are in the possession of the Mortgage Loan Seller; and provided,
further, that the Mortgage Loan Seller will not


 



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be required to provide any documents that are proprietary to the related
originator or the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due
diligence analysis.


 


(B)       Following
the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is provided to the Asset
Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary report
with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the Tests, (ii) if applicable,
whether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii) a list of any applicable missing
documents together with the reasons why such missing documents are necessary to complete any Test, and (iv) (if the Asset Representations
Reviewer has so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively, the
“Preliminary Asset Review Report”). The Asset Representations Reviewer shall provide each Preliminary Asset
Review Report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans), who shall promptly, but in no event later than 10 Business Days of receipt thereof, provide the
Preliminary Asset Review Report to the applicable Mortgage Loan Seller. The Asset Representations Reviewer shall include the following
statement in the related correspondence when providing each Preliminary Asset Review Report to the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans): “This is a Preliminary
Asset Review Report regarding an Asset Review under Section 11.01 of the Pooling and Servicing Agreement relating to the Benchmark
2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, requiring action by you as
the recipient of such Preliminary Asset Review Report. You are required to deliver the Preliminary Asset Review Report to the
applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary Asset Review Report.” If
the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed to fail any Test,
the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset Review Report (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will be required under the related
Mortgage Loan Purchase Agreement to provide any documents or any explanations to support (i) a conclusion that a subject representation
and warranty has not failed a Test or (ii) a claim that any missing documents in the Review Materials are not required to complete
a Test, in any such case to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans), and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no
event later than ten (10) Business Days after receipt from the applicable Mortgage Loan Seller, deliver to the Asset Representations
Reviewer any such documents or


 



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explanations received from the applicable Mortgage Loan Seller given to support a claim that the
representation and warranty has not failed a Test or a claim that any missing documents in the Review Materials are not required
to complete a Test.


 


(C)       Within
the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer
by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations
Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially in the form
attached hereto as Exhibit HH, setting forth the Asset Representations Reviewer’s findings and conclusions as to
whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review, together with a statement
that the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third
party (an “Asset Review Report”), to each party to this Agreement, the related Mortgage Loan Seller and the
Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan), and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) , substantially
in the form attached hereto as Exhibit II, to the Trustee and Certificate Administrator (who shall include such Asset Review
Report Summary in the Form 10-D relating to the Collection Period in which such Asset Review Report Summary is received and
post such Asset Review Report Summary on the Certificate Administrator’s Website in accordance with Section 10.04(e)).
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30
days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller(s), if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Delinquent Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event that the Asset Representations
Reviewer does not receive any documentation that it requested from the Master Servicer (with respect to Performing Serviced Loans),
the Special Servicer (with respect to Specially Serviced Loans) or the applicable Mortgage Loan Seller in sufficient time to allow
the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations
Reviewer shall prepare the Asset Review Report solely based on the documents received by the Asset Representations Reviewer with
respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain
any such documents from any party to this or otherwise.


 


(viii)     Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such


 



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 Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(a).


 


(ix)       In
no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the
Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be the responsibility
of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.


 


(c)       The
Asset Representations Reviewer and its Affiliates shall keep confidential any Privileged Information received from any party to
this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose
such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly required by this
Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that such information
is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged
Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall
not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant
to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall keep all documents and information
received by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable Mortgage
Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents except for purposes
of complying with its duties and obligations hereunder.


 


(d)       The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 11.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii) have been paid
any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates in connection with due
diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence,
the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing its
obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent
or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or


 



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subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)       With
respect to any Delinquent Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced
by an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an
Outside Special Servicer), the related Outside Trustee and the related Outside Certificate Administrator (and, in each case, such
other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


 


Section
11.02 Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)       As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing fee (the
“Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each Mortgage
Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related Interest
Accrual Period at 0.00026% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”) on, in
the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent
Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in
such Interest Accrual Period, and shall be calculated on the same interest accrual basis as such Mortgage Loan and prorated for
any partial periods. The Asset Representations Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection
Account as set forth in Section 3.06(a). For the avoidance of doubt, no Asset Representations Reviewer Ongoing Fee is payable
with respect to either Trust Subordinate Companion Loan.


 


(b)       Upon
the completion of an Asset Review with respect to each Delinquent Loan and receipt by the related Mortgage Loan Seller of a written
invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage Loan
Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice a fee
(the “Asset Representations Reviewer Asset Review Fee”) that is equal to: (i) $15,000 plus $1,000 per additional
Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus
$1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance equal to or greater
than $20,000,000 but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance equal to or greater than $40,000,000. The Asset Representations Reviewer Asset Review Fee
with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that
if (1) the related Mortgage Loan Seller is insolvent or (2) at any time after the outstanding Certificate Balances of the Control
Eligible Certificates have been reduced to


 



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zero as a result of the allocation of Realized Losses to such Certificates, the related
Mortgage Loan Seller fails to pay such amount within 90 days following receipt of the Asset Representations Reviewer’s invoice,
then such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Special Servicer of such insolvency or failure to pay such amount; and provided, further, that
notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation
of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it determines to do so,
shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts to the extent paid
by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer
Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account as set
forth in Section 3.06(a).


 


(c)        Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any such Delinquent Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage
Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or
the Trust, as the case may be, for such fees pursuant to Section 11.02(b).


 


(d)       The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section
11.03 Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign
if it fails to be an Eligible Asset Representations Reviewer (and such failure results in an Asset Representations Reviewer Termination
Event) by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Certificate Administrator and the applicable Directing Holder. Upon such notice of resignation, the Depositor shall promptly
appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset
Representations Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset Representations
Reviewer has been appointed and accepted the appointment. If no successor Asset Representations Reviewer shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations
Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that
is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer shall bear all costs and expenses of each party
hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


 


Section
11.04 Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its
Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or


 



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 (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations
Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset
Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B)
prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
11.05 Termination of the Asset Representations Reviewer.


 


(a)       An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)         any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure is given to the Asset Representations
Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Pooled Certificates having
greater than 25% of the Pooled Voting Rights; provided, however, that with respect to any such failure which is
not curable within such 30-day period, the Asset Representations Reviewer will have an additional cure period of 30 days to
effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee
and the Certificate Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(ii)        any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days;


 


(iv)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 






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(v)        the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (and simultaneously deliver
such written notice to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in
Section 11.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and
every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee
(i) may or (ii) upon the written direction of Holders of Pooled Certificates evidencing not less than 25% of the Pooled Voting
Rights (without regard to the application of any Appraisal Reduction Amounts), shall, terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset
Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement
in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein
to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate
Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii)
payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice
of such requested vote to the Asset Representations Reviewer and to all Pooled Certificateholders by (i) posting such notice on
the Certificate Administrator’s Website, and (ii) mailing such notice to all Pooled Certificateholders at their addresses
appearing in the Certificate Register and to the Asset Representations Reviewer. Upon the affirmative vote of the Holders of Pooled
Certificates evidencing at least 75% of the Pooled Voting Rights allocable to the Pooled Certificates of


 



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those Holders that exercise
their right to vote (provided that Holders representing the applicable Certificateholder Quorum exercise their right to vote within
180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice
was mailed to the Certificateholders)), the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Pooled Certificateholders,
on the other, the Pooled Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote
for the termination of the Asset Representations Reviewer. In the event that Holders of the required Pooled Certificates elect
to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer
shall be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)       On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 11.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset
Representations Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations
Reviewer pursuant to Section 11.05(b)), as applicable, shall appoint a successor asset representations reviewer that is
an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations
Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Holder
and each Pooled Certificateholder within one Business Day of such appointment. Notwithstanding the foregoing, if the Trustee is
unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted, but not obligated, to find a replacement. The Trustee shall not be liable for any
failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and
the Directing Holder of such disqualification and, if an Asset Representations Reviewer Termination Event occurs as a result,
immediately resign under


 



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Section 11.03 of this Agreement, and a successor asset representations reviewer shall be appointed
in accordance with Section 11.03.


 


(d)       Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Pooled Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


Article
XII



MISCELLANEOUS PROVISIONS


 


Section
12.01 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective
as delivery of a manually executed original counterpart of this Agreement.


 


Section
12.02 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners
or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee
a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least
25% of the Voting Rights of any Class of Certificates affected thereby shall have made written request upon the Trustee (with
a copy to the Certificate Administrator) to institute such


 



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action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any
Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Holders of Certificates of such Class. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in
equity.


 


Section
12.03 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section
12.04 Notices. Unless otherwise specifically provided in this Agreement, any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator
which shall be deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery
service and received by the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission
agreed upon by the parties) and received by the addressee or (e) only with respect to any addressee of any party for which an
electronic mail address is set forth below, sent by electronic mail (provided, however, any notice provided by electronic
mail shall not be considered delivered until receipt of such electronic mail is confirmed by the addressee), to the applicable
party at the following address(es), or as to each such Person such other address or e-mail address as may hereafter be furnished
by such Person to the parties hereto in writing:


 


(i)         in
the case of the Depositor:


 


Citigroup
Commercial Mortgage Securities Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 






    - 519 -


     


    

 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


(ii)       in
the case of the Master Servicer:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


 


with
a copy to:


 


Stinson
LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 


and
with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
solely with respect to notices under Section 12.06 and Section 12.13 of this Agreement)


 


(iii)       in
the case of the Special Servicer with respect to Mortgage Loans other than the Woodlands Mall Loan Combination and The Centre
Loan Combination:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210


 






    - 520 -


     


    

 




Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


 


with
a copy to:


 


Stinson
LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 


and
with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
solely with respect to notices under Section 12.06 and Section 12.13)


 


(iv)       in
the case of the Special Servicer with respect to the Woodlands Mall Loan Combination:


 


Pacific
Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Chris Dallas, Vice President, Investment Counsel

Email: chris.dallas@pacificlife.com


 


(v)       in
the case of the Special Servicer with respect to The Centre Loan Combination:


 


Trimont
Real Estate Advisors, LLC

One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing

With a copy to:

CMBSServicing@trimontrea.com and legaldepartment@trimontrea.com


 


(vi)       in
the case of the Certificate Administrator:


 


Citibank,
N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - Benchmark 2019-B12

Fax number: (212) 816-5527


 


and
with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com


 






    - 521 -


     


    

 


(vii)      in
the case of the Trustee:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Fax number: (302) 636-4140

Email: cmbstrustee@wilmingtontrust.com


 


(viii)     in
the case of each of the Asset Representations Reviewer and the Operating Advisor:


 


Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com

(with Benchmark 2019-B12 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


 


(ix)       in
the case of the Rating Agencies:


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


 


Morningstar
Credit Ratings, LLC

4 World Trade Center, 48th Floor

150 Greenwich Street

New York, New York 10007

Attention: CMBS Surveillance – Group Head

E-mail: cmbsratings@morningstar.com


 






    - 522 -


     


    

 


(x)       in
the case of the Mortgage Loan Sellers:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com

Ryan M. O’Connor at ryan.m.oconnor@citi.com

and, in the case of each Rule 15Ga 1 Notice, cmbs.notice@citi.com


 


JPMorgan
Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh Email: US_CMBS_Notice@jpmorgan.com


 


German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com


 


(xi)       in
the case of the Underwriters:


 


Citigroup
Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013



 






    - 523 -


     


    

 


Attention: Richard Simpson

Fax number: (646) 328-2943


 


with
a copy to:


 


Citigroup
Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


J.P.
Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Fax number: (212) 834-6754

Email: ABS_Synd@jpmorgan.com


 


with
a copy to:


 


383
Madison Avenue, 32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Email: US_CMBS_Notice@jpmorgan.com


 


Deutsche
Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to cmbs.requests@db.com


 


Academy
Securities, Inc.

140 East 45th Street, 5th Floor

New York, New York 10004

Attention: Michael Boyd


 






    - 524 -


     


    

 


with
a copy by electronic mail to cmbs@academysecurities.inc


 


Drexel
Hamilton, LLC

77 Water Street 


New
York, New York 10005 


Attention:
Alex Kim


 


(xii)       in
the case of the Initial Purchasers:


 


Citigroup
Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with
a copy to:


 


Citigroup
Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


J.P.
Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Fax number: (212) 834-6754

Email: ABS_Synd@jpmorgan.com


 


with
a copy to:


 


383
Madison Avenue, 32nd Floor

New York, New York 10179



 






    - 525 -


     


    

 


Attention: Bianca A. Russo

Email: US_CMBS_Notice@jpmorgan.com


 


Deutsche
Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to cmbs.requests@db.com


 


Academy
Securities, Inc.

140 East 45th Street, 5th Floor

New York, New York 10004

Attention: Michael Boyd


 


with
a copy by electronic mail to cmbs@academysecurities.inc


 


(xiii)      in
the case of the initial Controlling Class Representative:


 


KKR
Real Estate Credit Opportunity Partners II L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Attention: Matt Salem

Facsimile number: (212) 750-0003

Email: Matt.Salem@kkr.com


 


(xiv)     in
the case of the initial VRR1 Risk Retention Consultation Party:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013



 






    - 526 -


     


    

 


Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com.


 


(xv)      in
the case of the initial VRR2 Risk Retention Consultation Party:


 


German
American Capital Corporation

60 Wall Street New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com


 


(xvi)     in
the case of the initial VRR3 Risk Retention Consultation Party:


 


JPMorgan
Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Email: US_CMBS_Notice@jpmorgan.com


 


Any
communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed
first class, postage prepaid, to the address of such Holder as shown in the Certificate Register. Any communication required or
permitted to be delivered to a Certificate Owner shall be deemed to have been duly given to the extent delivered through the Depository.
Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice. Notwithstanding anything contained in this Section 12.04 to the contrary,
nothing in this Section 12.04 shall constitute consent by any party hereto to service of process upon such party by facsimile
transmission, electronic mail or any other type of electronic transmission.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent
such party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively
rely on the name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other
Trustee or Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact
information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
as applicable, has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing
Agreement, of a change with respect to the identity and contact


 



    - 527 -


     


    

 


information for such Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and
Servicing Agreement, as applicable.


 


Section
12.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or
the rights of the Holders thereof.


 


Section
12.06 Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)       The
Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail
to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information
Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting
of such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)         any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)       the
merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator
or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)       the
repurchase of, or substitution of, Trust Loans pursuant to Section 2.03;


 


(v)        the
final payment to any Class of Certificateholders;


 


(vi)       any
change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account or any Distribution Account;


 


(vii)      any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 






    - 528 -


     


    

 


(viii)     any
change in the lien priority of a Trust Loan.


 


(b)       The
Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the
Rule 17g-5 Information Provider and the Depositor copies of the following (to the extent not already delivered or made available
pursuant to the terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule
17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after
2:00 p.m., on the next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting
of such documents to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered
Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election
to not receive such notification) by electronic mail of the posting of such documents, which electronic mail may be automatically
generated by the Rule 17g-5 Information Provider’s Website:


 


(i)         each
of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)        each
of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


 


(iii)       each
of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 


(iv)       upon
request, a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent
such information is required to be delivered under a Trust Loan, in each case to the extent collected pursuant to Section 3.03(a)
or Section 4.02(b); and


 


(v)        upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.


 


(c)       The
Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the
Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items
set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant to the terms
of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format),
and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s Website
on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00
p.m..


 


(d)       After
any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information Provider’s
Website pursuant to


 



    - 529 -


     


    

 


Sections 12.06(a), 12.06(b) or 12.06(c), the Rule 17g-5 Information Provider may
send such posted notice, document or item to a Registered Rating Agency.


 


Section
12.07 Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate
Administrator is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


(a)       to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(b)       to
correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or to correct any error;


 


(c)        to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master Servicer Remittance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the change would not adversely
affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of
the party requesting the amendment);


 


(d)       to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the
party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or
to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder
of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates,
provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer
of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company
Act, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or
(D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


(e)       to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel;


 






    - 530 -


     


    

 


(f)        to
modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under this Agreement); provided, further
that notice of such modification is provided to all parties to this Agreement; and


 


(g)       to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of
Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect
the interests of any Certificateholder;


 


provided,
further that no amendment pursuant to any of clauses (a)-(g) above may be made that would: (A) reduce the consent
or consultation rights or the right to receive information under this Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
this Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent
of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder
in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting
such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of
the Certificateholders, then in which case such expense will be borne by the Trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding;


 






    - 531 -


     


    

 


(iii)     change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;


 


(iv)     change
the definition of “Servicing Standard” without either (A) consent of 100% of the holders of the Certificates or (B)
Rating Agency Confirmation;


 


(v)      without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (A) the
percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are
required to consent to any action or inaction under this Agreement, (B) the right of the Certificateholders to remove the Special
Servicer pursuant to this Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
this Agreement;


 


(vi)     adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)    adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)   change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


In
the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07
shall be effective with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master
Servicer, in writing, and to the extent required by this Section , the Certificateholders, the Serviced Companion Loan Holders,
the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any
amendment, (A) the Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian (if the Certificate Administrator is then acting as Custodian), the Special
Servicer, each Serviced Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the
Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder and
to the Rule 17g-5 Information Provider who shall post a copy of such notification to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement. It shall not be necessary for the consent of Certificateholders or
the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, under this
Section 12.07 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The method of obtaining such consents and of evidencing the authorization of the execution thereof
by Certificateholders or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers,
as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, however,
that such method shall always be by affirmation and in writing.


 






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Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested
by the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator, such party shall have received
an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described
in clause (i) or (ii) of the first sentence of this Section , then at the expense of the Trust Fund), to the effect that such
amendment will not cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust for federal income tax purposes at any time that any Certificates are outstanding, and will not cause a tax to be imposed
on the Trust Fund (other than a tax at the corporate tax rate on net income from foreclosure property pursuant to Code Section
860G(c)). Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel,
at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the
rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (a), (b),
(c) or (e) (which does not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate
Administrator, as applicable) of the first sentence of this Section 12.07, then at the expense of the Trust Fund) stating
that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent to such amendment
are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian) and the Certificate
Administrator may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the Custodian’s
(if the Certificate Administrator is then acting as Custodian) or the Certificate Administrator’s, as applicable, own rights,
duties or immunities under this Agreement. Any party hereto requesting an amendment to this Agreement shall provide (x) notice
of such amendment no later than 3 Business Days prior to the anticipated date of execution, and (y) a copy of the executed amendment
no later than the date of execution, to each Other Depositor (and counsel thereto) and Other Exchange Act Reporting Party under
each Other Pooling and Servicing Agreement (which may be by email) in order for each Companion Loan Holder to timely comply with
its obligations under the Exchange Act. The party requesting an amendment to this Agreement shall provide to the Rule 17g-5
Information Provider, for posting on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, prior written notice of such proposed amendment.


 


Section
12.08 Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Trust Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without
limitation, the Trust Loans, all principal and interest received or receivable with respect to the Trust Loans (other than principal
and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off
Date), all amounts held from time to time in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the


 



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Interest Reserve Account
and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings on such
amounts, and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Trust Loans
and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.08 shall constitute
notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section
12.09 Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii)
the next sentence, no Persons other than a party to this Agreement, any Companion Loan Holder (unless it is the Mortgagor under
the applicable Companion Loan or an Affiliate thereof) and any Certificateholder, shall have any rights with respect to the enforcement
of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to its rights to receive any
documents, certifications, information and/or indemnification hereunder and its rights under Section 2.02, Section 5.03
and Section 12.07 of this Agreement), any Companion Loan Holder (in respect of the rights afforded it under this Agreement,
any related Other Servicer shall be entitled to enforce the rights of such Companion Loan Holder under this Agreement and the
related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Article II, Section 3.09(d)(i),
Section 12.07 and Section 12.16 of this Agreement and its rights as a Privileged Person), the Retaining Sponsor
(with respect to its rights under Section 5.02(f) and Section 5.03(i)), any Other Depositor and Other Exchange Act
Reporting Party (with respect to its rights under Article X of this Agreement), any Other Servicer and Other Special Servicer
(with respect to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer
or Other Special Servicer, as the case may be, and the provisions herein regarding coordination of Advances) and, subject to Section
12.02 of this Agreement, any Certificateholder (which are intended third-party beneficiaries of this Agreement) shall
have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced Companion Loan Holder,
to the extent they affect the related Serviced Companion Loan and provided that such Serviced Companion Loan Holder is not the
Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.


 


Without
limiting the foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to
a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section
12.10 Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required
to be delivered to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms
of this Agreement, such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion
Loan Holder, as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and,
with respect to such Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate
to each date such report or information may be requested. The notice shall set forth the applicable Sections where such reports
and information are requested.


 


Section
12.11 Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT


 



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OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section
12.12 Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED
MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


Section
12.13 Exchange Act Rule 17g-5 Procedures.


 


(a)        Except
as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or
as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the Certificates or
the Trust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Trust Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency
makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Trust Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h),
whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business
Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00
p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information
Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting
of such response.


 


(b)       To
the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian is required


 



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to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule
17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information
Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same
Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by
12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of
such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5
Information Provider shall, promptly after such written information or communication has been uploaded to the Rule 17g-5 Information
Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting
of such written information or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant
to this Agreement, which shall be in writing, with a cover letter indicating the nature of the request and shall include all information
the requesting party believes is reasonably necessary for the applicable Rating Agency to make its decision.


 


(c)       Notwithstanding
the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required)
to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the
following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such
communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such
oral communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating
Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may
be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited
to, providing responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the
procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating
Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5
Information Provider shall post any summary, communication or other information provided to it in accordance with this paragraph
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h).


 


(d)       Each
of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each,


 



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 an “Indemnified Party”), from and against any and all losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement
of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act
or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees,
penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or are based
upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b), Section
12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination by any Rating Agency
that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule
17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party,
and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection
with investigating or defending any such action or claim, as such expenses are incurred. The Depositor shall notify each of the
Master Servicer and the Special Servicer in writing of any change in the identity or contact information of the Rule 17g-5
Information Provider (if it is not also the Certificate Administrator).


 


(e)       None
of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in
the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability
for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this
Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s
failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating
Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication
if the Rule 17g-5 Information Provider fails to notify such party that it has posted such information or communication on
the Rule 17g-5 Information Provider’s Website.


 


(f)       None
of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to
(i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,
(ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special
Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or
the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Trust Loans to such
Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific
identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such
information to the Rule 17g-5 Information


 



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Provider and does not provide such information to such Rating Agency until the earlier
of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule
17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided
such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master
Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating
surveillance for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon written request,
certify to the Depositor that it received the confirmation described in this clause (z)).


 


(g)       The
Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the
form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of this
Agreement.


 


(h)       The
Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely
to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document
format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information
Provider agree to do so in such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject
reference of “Benchmark 2019-B12” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 


(i)         all
items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(ii)        all
information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a), 12.13(b)
and 12.13(c);


 


(iii)       any
Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by
the Depositor;


 


(iv)       any
transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information
Provider by the Depositor; and


 


(v)        any
other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 


The
17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same
Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and
shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the
notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item
on the 17g-5 Information Provider’s Website.


 






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The
Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue
17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have
not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate
Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided
by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s
Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s Website as
a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may be submitted
via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the 17g-5
Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided
such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule
17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York
City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple
email addresses for receipt of notices, including a general email address; provided, that each email address so provided
shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery
of information to the Rule 17g-5 Information Provider may be directed to 1-888-855-9695 and ratingagencynotice@citi.com
(specifically referencing “Benchmark 2019-B12” in the subject line) (or to such other telephone number or
e-mail address as the Rule 17g-5 Information Provider may designate).


 


The
17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5
Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document
is posted thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5
Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall
not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or
warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such
information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to
the Rating Agencies or other NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail
address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider
pursuant to the terms of this Agreement), with a subject heading of “Benchmark 2019-B12” and sufficient detail
to indicate that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection
with notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website,
the Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address(es)
of such Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5
Information Provider’s Website or upon any subsequent update of such electronic mail address(es) made by such Registered
Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall
not be


 



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responsible for sending any notices to any electronic mail address(es) of any Registered Rating Agency that is not provided
to the Rule 17g-5 Information in the manner described in this sentence.


 


(i)         In
connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,
as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule
17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special
Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or
other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer,
Certificate Administrator, Operating Advisor or Trustee, as applicable, may (but is not obligated to) send such information, report,
notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification from the
Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5
Information Provider’s Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such
information, report, notice or other document to the Rule 17g-5 Information Provider.


 


(j)         With
respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee shall
provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon
receipt from an Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect
of such Outside Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider
under this Agreement for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information
Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance with
this Agreement.


 


(k)        The
Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider
that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


 


(l)         If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect
to the Trust Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form
ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website
in accordance with Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to
this Agreement, in accordance with the timeframe provided in Section 12.13(h).


 






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(m)       Neither
the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided by
a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section
12.14 Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements. It is expressly
agreed and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan
Sellers are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the
lenders in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably
cooperate with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits
of the provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of
the lender and/or its loan seller affiliates with respect to the current securitization of the related Trust Loan, including,
without limitation, executing any documents as are reasonably necessary to permit the related Mortgage Loan Seller to enforce
such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required
to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of
this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause any Trust REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result in the
imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions.
To the extent that the Trustee is required to execute any document facilitating the above rights of a Mortgage Loan Seller under
this Section 12.14, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section
12.15 PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland
Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services,
a Division of PNC Bank, National Association.


 


[Signature
Pages Follow]


 






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IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
all as of the day and year first above written.


 


	 	CITIGROUP
    COMMERCIAL MORTGAGE  SECURITIES
    INC., as Depositor
	 	 
	 	By:	/s/
                                         Richard W. Simpson

        

	 	 	Name: Richard W. Simpson
	 	 	Title: President



 





Benchmark
2019-B12 – Pooling and Servicing Agreement


 



    


     


    









 


	 	MIDLAND LOAN SERVICES,
	 	A
    DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
    as Master Servicer
	 	 
	 	By:	/s/
                                         David A. Eckels

        

	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President



 


Benchmark
2019-B12 – Pooling and Servicing Agreement


 






    


     


    




 


	 	MIDLAND LOAN SERVICES,
	 	A
    DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
    as a Special Servicer
	 	 
	 	By:	/s/
                                         David A. Eckels

        

	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President



 


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	 	PACIFIC LIFE INSURANCE COMPANY,
    as a Special
    Servicer
	 	 
	 	By:	/s/
                                         L. Lisa Fields

        

	 	 	Name: L. Lisa Fields
	 	 	Title: Assistant Vice President
	 	 	 
	 	By:	/s/
                                         DeAnne A. Reed

        

	 	 	Name: DeAnne A. Reed
	 	 	Title: Assistant Secretary



 


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	 	TRIMONT REAL ESTATE ADVISORS,
    LLC, as
    a Special Servicer
	 	 
	 	By:	/s/
                                         Brian P. Ward

        

	 	 	Name: Brian P. Ward
	 	 	Title: Authorized Signatory



 


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	 	PENTALPHA SURVEILLANCE LLC,
	 	as
    Operating Advisor and as Asset Representations
    Reviewer
	 	 
	 	By:	/s/
                                         James Callahan

        

	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized
    Signatory for Pentalpha Surveillance LLC



 


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	 	CITIBANK, N.A., as Certificate Administrator
	 	 
	 	By:	/s/
                                         Louis Piscitelli

        

	 	 	Name: Louis Piscitelli
	 	 	Title: Senior Trust Officer



 


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	 	WILMINGTON TRUST NATIONAL ASSOCIATION,
    as Trustee
	 	 
	 	By:	/s/
                                         Beverly D. Capers

        

	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President



 


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	STATE OF New York	)
	 	)  ss:
	COUNTY OF New York	)


 


On
this 7 day of August 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and
sworn, personally appeared Richard W. Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he is the President of Citigroup Commercial Mortgage Securities Inc., one of the entities described in and that executed
the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Nannette L. Edwards
	 	Notary Public in
    and for the
	 	State of New York


 


	My
                                         Commission expires:

         

        [NOTARIAL
        SEAL]
	Nannette
                                         L. Edwards

                                                                                Notary
                                         Public, State of New York

                                                                                No.
                                         01ED6158862

                                                                                Qualified
                                         in Queens County

                                                                                Commission
                                         Expires Jan. 08, 2023




 






    - 2 -


     


    

 





	STATE OF KANSAS	)
	 	)  ss:
	COUNTY OF JOHNSON	)


 


On
this 30th day of July 2019, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and
sworn, personally appeared David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that
he is the Senior Vice President of Midland Loan Services, a PNC Real Estate Business, one of the entities described in and that
executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Laura Escalante
	 	Notary Public


 


		 
                                         NOTARY PUBLIC – State of Kansas

                                                                                Laura
                                         Escalante

                                                                                My
                                         Appt. Expires 08/14/2021




 


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	STATE OF KANSAS	)
	 	)  ss:
	COUNTY OF JOHNSON	)


 


On
this 30th day of July 2019, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and
sworn, personally appeared David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that
he is the Senior Vice President of Midland Loan Services, a PNC Real Estate Business, one of the entities described in and that
executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 








	 	/s/
    Laura Escalante
	 	Notary Public


 


		 
                                         NOTARY PUBLIC – State of Kansas

                                                                                Laura
                                         Escalante

                                                                                My
                                         Appt. Expires 08/14/2021




 


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acknowledgment


  


	A
    notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
    to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.	 


 


STATE
OF CALIFORNIA


 


	COUNTY OF Orange	)



	






 


On
July 29, 2019, before me, Michael C. Nickerson, Notary Public, personally appeared L. Lisa Fields and DeAnne A. Reed, who proved
to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged
to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons,
or the entity upon behalf of which the persons acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


  


WITNESS
my hand and official seal.


 





	Signature	/s/
                                         Michael C. Nickerson



	 


 





	 	Michael
    C. Nickerson
	 	Notary Public –
    California
	 	Orange County
	 	Commission # 2210862
	 	My Comm. Expires
    Sep 17, 2021


 


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	STATE OF GEORGIA	)
	 	)  ss:
	COUNTY OF FULTON	)


 



On
this 29th day of July 2019, before me, the undersigned, a Notary Public in and for the State of Georgia, duly commissioned and
sworn, personally appeared Brian P. Ward, to me known who, by me duly sworn, did depose and acknowledge before me and say that
he is an Authorized Signatory of Trimont Real Estate Advisors, LLC, a Georgia limited liability company, one of the entities described
in and that executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf
of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Linda L. Keller
	 	Notary Public in
    and for the
	 	State of Georgia


 


	My
                                         Commission expires: June 20, 2022

         

        [NOTARIAL
        SEAL]
	Linda
                                         L. Keller

                                                                                NOTARY
                                         PUBLIC

                                                                                Georgia

                                                                                EXPIRES
                                         June 20, 2022

                                                                                Dekalb
                                         County

                                                                                 




 






    - 2 -


     


    

 





	STATE OF CONNECTICUT	)
	 	)  ss:
	COUNTY OF FAIRFIELD	)


 




On
this 8th day of August 2019, before me, the undersigned, a Notary Public in and for the State of Connecticut, duly commissioned
and sworn, personally appeared James Callahan, to me known who, by me duly sworn, did depose and acknowledge before me and say
that he is the Executive Director of Pentalpha Surveillance LLC, a Delaware limited liability company, one of the entities described
in and that executed the foregoing instrument; and that he signed his name thereto under authority of said entity and on behalf
of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Melonie S. William
	 	Notary Public in
    and for the
	 	State of Connecticut


 


	My
                           Commission expires: 7/31/2024

                            
	Melonie
                                         S. William

                                               Notary
                                         Public

                                               Connecticut

                                               My
                                         Commission Expires July 31, 2024

                                                

	[NOTARIAL SEAL]	 



 


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	STATE OF NEW YORK	)
	 	)  ss:
	COUNTY OF NEW YORK	)


 



On
this 31st day of July 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and
sworn, personally appeared Louis Piscitelli, to me known who, by me duly sworn, did depose and acknowledge before me and say that
s/he is the Senior Trust Officer of Citibank, N.A., a National Banking Association, one of the entities described in and that
executed the foregoing instrument; and that s/he signed her/his name thereto under authority of said entity and on behalf of such
entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Kate Molina
	 	Notary Public in
    and for the
	 	State of New York


 





	My
                           Commission expires:

                            
	Kate
                                         Molina

                                               Notary
                                         Public – State of New York

                                               NO.
                                         01M06387127

                                               Qualified
                                         in Richmond County

                                               My
                                         Commission Expires Feb 4, 2023

	[NOTARIAL SEAL]	 


 


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	STATE OF DELAWARE	)
	 	)  ss:
	COUNTY OF NEW CASTLE	)


 



On
this 29th day of July 2019, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned and
sworn, personally appeared Beverly D. Capers, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he is the Assistant Vice President of Wilmington Trust, a National Banking Association, one of the entities described in
and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of said entity and on behalf
of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Patrick A. Kanar
	 	Notary Public in
    and for the
	 	State of Delaware


 



 


	My
                                         Commission expires:

                                                                                            

        [NOTARIAL
        SEAL]

         
	Patrick
                                         A. Kanar

                                                                                NOTARY
                                         PUBLIC

                                                                                State
                                         of Delaware

                                                                                MY
                                         COMMISSION EXPIRES

                                                                                12-20-
                                         2019

                                                                                 




 


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EXHIBIT
A-1


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-1


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 



    A-1-1


    


    

 





BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-1


 


	Pass-Through Rate: 2.2557% per annum	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates: $16,310,000	 	Scheduled Final Distribution Date: the Distribution Date in April 2024
	 	 	 


	
        CUSIP: 08162F AA1

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08162FAA12

         

        Common Code: 204106592
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan


 



    A-1-2


    


    

 


Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-1-3


    


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer



 



    A-1-4


    


    

 


	 	 	Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 



    A-1-5


    


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the


 



    A-1-6


    


    

 


Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    A-1-7


    


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-1-8


    


    

 





ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-1-9


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-1-10


    


    

 





EXHIBIT
A-2


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


3
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


4
       Global Certificate legend.


 



    A-2-1


    


    

 





BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-2


 


	Pass-Through Rate: 3.0008% per annum	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates: $221,930,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2024
	 	 	 


	
        CUSIP: 08162F AB9
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN: US08162FAB94

         

        Common Code: 204106614
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class A-2 Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan


 



    A-2-2


    


    

 


Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-2-3


    


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer



 



    A-2-4


    


    

 


	 	 	Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 



    A-2-5


    


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the


 



    A-2-6


    


    

 


Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    A-2-7


    


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-2-8


    


    

 





ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date: _________________





	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-2-9


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-2-10


    


    





 


EXHIBIT
A-3


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]5


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





5
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


6
       Global Certificate legend.



 




    A-3-1


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-3


 


	Pass-Through Rate: 2.8130% per annum	
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates: $5,920,000	Scheduled Final Distribution Date: the Distribution Date in June 2026
	 	 


	
        CUSIP: 08162F AC7

        
	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	
        ISIN: US08162FAC77

         

        

        Common Code: 204106606
	 
	 	 
	No.: [1]	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan


 



    A-3-2


     


    

 


Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    A-3-3


     


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer 



 






    A-3-4


     


    

 


			Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-3-5


     


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan
in respect of any Mortgage Loan or Trust Subordinate Companion Loan then included in the Trust Fund, at a purchase price, payable
in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the


 



    A-3-6


     


    

 


Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is
the purchaser of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination,
minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount
of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-3-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

                                                                     as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019





	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 










    A-3-8


     


    

 


ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class
A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 








Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-3-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-3-10


     


    

 


EXHIBIT
A-4


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


7
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


8
       Global Certificate legend.


 




    A-4-1


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-4


 


	Pass-Through Rate: 2.8589% per annum	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-4 Certificates: $215,000,000	Scheduled Final Distribution Date: the Distribution Date in June 2029
	 	 


	
        CUSIP: 08162F AD5

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08162FAD50

         

        Common Code: 204106622

        

        
	 
	 	 
	No.: [1]	 


 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class A-4 Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan


 



    A-4-2


     


    

 


Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    A-4-3


     


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer 



 






    A-4-4


     


    

 


			Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-4-5


     


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the


 



    A-4-6


     


    

 


 Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-4-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 





	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

                                                                     as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 





Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019








	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 







    A-4-8


     


    

 


ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date: _________________


 





	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 







    A-4-9


     


    

 

DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 






    A-4-10


     


    








 


EXHIBIT
A-5


 


BENCHMARK
2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]9


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER
(OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 









 


		9	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





		10	Global
                                         Certificate legend.



 












    A-5-1


    


    

 


BENCHMARK
2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-5


 


	Pass-Through
    Rate: 3.1156% per annum	
	 	 
	First Distribution Date: September
    17, 2019	Cut-Off Date: With respect to each
    Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan,
    as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August
    2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion
    Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-5 Certificates:
    $321,699,000	Scheduled Final Distribution Date:
    the Distribution Date in July 2029



 

	CUSIP:
        08162F AE3
	Initial Certificate Balance
    of this Certificate: $[_____]
	 	 
	ISIN:
        US08162FAE34

         

        Common
        Code: 204057427


        
	 
	 	 
	No.: [1]	 


 


This
certifies that [          ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class
X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class
WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class
A-5 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1,
2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance
Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC,
solely with respect to The Centre Loan


 






    A-5-2


    


    

 


Combination,
as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as
Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-5 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    A-5-3


    


    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion
Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution
(exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect
to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination);
(iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination,
only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and
the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans
and Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer



 






    A-5-4


    


    

 





	 	 	Remittance Date shall in no event be later than the Business
    Day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests
    of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);






 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
                                         or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
                                         that the Trustee and the Certificate Administrator have received an opinion of counsel
                                         (at the expense of the party requesting the amendment) to the effect that (1) the action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize such
                                         risk and (2) the action will not adversely affect in any material respect the interests
                                         of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions
                                         with respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary
                                         to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
                                         AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D)
                                         in the event that Regulation RR (or any portion thereof) or any other regulations applicable
                                         to the risk retention requirements for this securitization transaction are amended or
                                         repealed, to the extent required to comply with any such amendment or to modify or eliminate
                                         any risk retention requirements no longer applicable to this securitization transaction
                                         in light of such repeal;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-5-5


    


    

 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Serviced
                                         Loans which are required to be distributed on a Certificate of any Class or to any Serviced
                                         Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate
                                         or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         or Pooled Voting Rights of Pooled Certificateholders, as applicable, that are required
                                         to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the
                                         right of the Certificateholders to remove the Special Servicer pursuant to the Pooling
                                         and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating
                                         Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Serviced Companion Loan Holder in its capacity as such without its consent,
                                         or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the
Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying
the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of
any Trust Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s)
provided for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of
the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage
Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master
Servicer is the purchaser of such Trust Loans), the


 






    A-5-6


    


    

 


Special
Servicer (unless the Special Servicer is the purchaser of such Trust Loans), the Trustee and the Certificate Administrator, as
applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which
items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection
with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained
in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 




    A-5-7


    


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 











	 	CITIBANK, N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	
	Dated: August 8, 2019	 	 



 







CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 





	Dated: August 8, 2019	 
	 	 
	 	CITIBANK, N.A., not in its individual capacity but
    solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 

















    A-5-8


    


    

 


ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented
by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following
address:


 





Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 






 










    A-5-9


    


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-5-10


    


    








EXHIBIT
A-6


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-AB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


11
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


12
       Global Certificate legend.


 



    A-6-1


     


    

 





BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-AB


 


	Pass-Through Rate: 3.0416% per annum	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000	Scheduled Final Distribution Date: the Distribution Date in January 2029
	 	 


	
        CUSIP: 08162F AF0

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08162FAF09

         

        Common Code: 204106649

 
	 
	No.: [1]	 


 


This certifies that
[        ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To


 



    A-6-2


     


    

 


the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 



    A-6-3


     


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer 



 



    A-6-4


     


    

 


	 	 	Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 



    A-6-5


     


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the


 



    A-6-6


     


    

 


Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    A-6-7


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.


	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-6-8


     


    

 





ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class
A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	
	 	 	 
	 	Taxpayer Identification Number


 



    A-6-9


     


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: _______________________________________________________ _____________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
_________________________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent. 





	 	 	 
	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer
    Identification Number


 



    A-6-10


     


    

 





EXHIBIT
A-7


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5, CLASS A-AB AND CLASS A-S certificates. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 



    A-7-1


     


    

 





BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS X-A


 


	Pass-Through Rate: Variable IO3	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates: $946,949,000	Scheduled Final Distribution Date: the Distribution Date in July 2029
	 	 


	
        CUSIP: 08162F AK9

         
	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN: US08162FAK93

         

        Common Code: 204106681
	 
	 	 
	
        No.: [1]
	 


 


This certifies that
[                  ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master


 


 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 1.2070% per annum.


 



    A-7-2


     


    

 


Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-A Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any


 



    A-7-3


     


    

 


Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 



    A-7-4


     


    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master


 



    A-7-5


     


    

 


Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with


 



    A-7-6


     


    

 


respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    A-7-7


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.





	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019





	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



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ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________ 





	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	
	 	 	 
	 	Taxpayer Identification Number


 



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DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of the Assignee(s)
for the purpose of receiving notices and distributions: _______________________________________________________ _____________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
_________________________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent. 





	 	 	 
	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer
    Identification Number



 



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EXHIBIT
A-8


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 



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BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS A-S


 


	Pass-Through Rate: The lesser of 3.4188% per annum and the WAC Rate	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates: $143,478,000	Scheduled Final Distribution Date: the Distribution Date in July 2029
	 	 


	
        CUSIP: 08162F AG8

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08162FAG81

         

        Common Code: 204106665

         
	 
	No.: [1]	 


 


This certifies that
[              ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class A-S Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan


 



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Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any


 



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Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 



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		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master


 



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Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with


 



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respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.





	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


	 	 
	 	CITIBANK,
N.A., not in its individual capacity but solely

as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 



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ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class
A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	
	 	 	 
	 	Taxpayer Identification Number


 



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DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of the Assignee(s)
for the purpose of receiving notices and distributions: _______________________________________________________ _____________________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
_________________________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent. 





	 	 	 
	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer
    Identification Number



 



    A-8-10


     


    

 


EXHIBIT
A-9


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 









 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 




    A-9-1


      


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS B


 


	Pass-Through Rate: The lesser of 3.5702% per annum and the WAC Rate	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates: $50,217,000	Scheduled Final Distribution Date: the Distribution Date in July 2029
	 	 
	
        CUSIP: 08162F AH6
	Initial Certificate Balance of this Certificate: $[_____]
	 	 
	
        ISIN: US08162FAH64

         

        Common Code: 204106657

         
	 
	 	 
	No.: [1]	 


 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class B Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan


 






    A-9-2


      


    

 


Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    A-9-3


      


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer 



 






    A-9-4


      


    

 


	 	 	Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-9-5


      


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the


 






    A-9-6


      


    

 


Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-9-7


      


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 








	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 




    A-9-8


      


    

 


ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class
B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________


	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






  




    A-9-9


      


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 





	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-9-10


      


    

 


EXHIBIT
A-10


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 




    A-10-1


      


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS C


 


	Pass-Through Rate: The lesser of 3.8726% per annum and the WAC Rate	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates: $43,043,000	Scheduled Final Distribution Date: the Distribution Date in July 2029
	 	 
	
        CUSIP: 08162F AJ2

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08162FAJ21

         

        Common Code: 204106673

         
	 
	 	 
	No.: [1]	 


 


This certifies that
[       ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class C Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan


 






    A-10-2


      


    

 


Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    A-10-3


      


    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer 



 






    A-10-4


      


    

 


	 	 	Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-10-5


      


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the


 






    A-10-6


      


    

 


Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-10-7


      


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory





  


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 




    A-10-8


      


    

 


ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class
C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________


 





	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 




    A-10-9


      


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


  





	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






    A-10-10


      


    


 


EXHIBIT A-11


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS X-b


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES 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.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN


 








 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-11-1 


     


    

 


SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-11-2 


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS X-B


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates: $93,260,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2029


 





	CUSIP:	08162F
AL75 

        U0739T
AA96 

        08162F
BE27
	 	Initial Notional Amount of
    this Certificate: $[_____]
	 	 	 	 
	ISIN:	US08162FAL768 

        USU0739TAA989 

        US08162FBE2510
	 	 
	 	 	 
	Common
    Code: 204107556	 	 
	 	 	 
	No.:
    [1]	 	 







  


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 0.5552% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 






    A-11-3 


     


    

 


between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the


 






    A-11-4 


     


    

 


Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 






    A-11-5 


     


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 






    A-11-6 


     


    

 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 






    A-11-7 


     


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-11-8 


     


    

 








IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-11-9 


     


    

 








ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further
direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the
within Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following
address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-11-10 


     


    







 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


   



    A-11-11 


     


    

  


EXHIBIT
A-12


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN


 





 






 





		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-12-1 


     


    

 


SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-12-2 


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS X-D


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates: $41,608,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029


 





	CUSIP:	
        08162F AM55


        U0739T AB76


        08162F BF97

        	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 	 
	ISIN:	
        US08162FAM598


        USU0739TAB719


        US08162FBF9910

        	 	 
	 	 	 	 
	Common Code: 204107564	 	 
	 	 	 
	No.: [1]	 	 







 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 1.2649% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates 




 






    A-12-3 


     


    




 


between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class X-D Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the


 






    A-12-4 


     


    

 


Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 






    A-12-5 


     


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 






    A-12-6 


     


    

 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 






    A-12-7 


     


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-12-8 


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-12-9 


     


    

 








ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class
X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-12-10 


     


    

 








DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-12-11 


     


    

 





EXHIBIT
A-13


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 





		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-13-1 


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-13-2 


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS D


 


	Pass-Through Rate: The lesser of 3.0000% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates: $24,391,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029


 





	CUSIP: 	08162F
                           AN34


        U0739T
        AC55


        08162F
        BG76

        	 	Initial
    Certificate Balance of this Certificate: $[_____]
	 	 	 	 
	ISIN:	US08162FAN337


        USU0739TAC548


        US08162FBG729

        	 	 
	 	 	 
	Common
    Code: 204107572	 	 
	 	 	 
	No.:
    [1]	 	 







 


This certifies that
[             ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as


 








 



 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






    A-13-3 


     


    

 


defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class E, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class D Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-13-4 


     


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-13-5 


     


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-13-6 


     


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-13-7 


     


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-13-8 


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-13-9 


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-13-10 


     


    

 








ASSIGNMENT


  


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________________ ______________________________(please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class D  Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class
D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-13-11 


     


    

 








DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-13-12 


     


    




 


EXHIBIT
A-14


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 


 


 



 





		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    A-14-1 


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-14-2 


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS E


 


	Pass-Through Rate: The lesser of 3.0000% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $17,217,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029


 





	CUSIP: 	08162F
                           AP84


        U0739T
        AD35


        08162F
        BH56

        	 	Initial Certificate Balance
    of this Certificate: $[_____]
	 	 	 	 
	ISIN:	US08162FAP807


        USU0739TAD388


        US08162FBH559

        	 	 
	 	 	 	 
	Common
    Code: 204107602	 	 
	 	 	 
	No.:
    [1]	 	 







 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates




 






    A-14-3 


     


    

 


defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class F-RR, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class E Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-14-4 


     


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-14-5 


     


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-14-6 


     


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-14-7 


     


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-14-8 


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-14-9 


     


    



 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-14-10 


     


    

 








ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class
E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-14-11 


     


    

 








DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-14-12 


     


    

 





EXHIBIT
A-15


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS F-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 






    A-15-1 


     


    

 


THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 






    A-15-2 


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS F-RR


 


	Pass-Through Rate: The WAC Rate3	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F-RR Certificates: $20,087,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029


 





	CUSIP:
    	08162F
                           AQ64


        U0739T
        AE15


        08162F
        BJ16

        	 	Initial Certificate Balance
    of this Certificate: $[_____]
	 	 	 	 
	ISIN:	US08162FAQ637


        USU0739TAE118


        US08162FBJ129

        	 	 
	 	 	 
	Common
    Code: 204107637	 	 
	 	 	 
	No.:
    [1]	 	 







 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class F-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing


 





 



 





3
The initial approximate Pass-Through Rate as of the Closing Date is 4.2649% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






    A-15-3 


     


    

 


Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class G-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class F-RR Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-15-4 


     


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-15-5 


     


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-15-6 


     


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-15-7 


     


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-15-8 


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-15-9 


     


    



 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F-RR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class F-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-15-10 


     


    

 








ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class F-RR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class F-RR Certificate of the entire Percentage Interest represented by the within Class
F-RR Certificates to the above-named Assignee(s) and to deliver such Class F-RR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-15-11 


     


    

 








DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-15-12 


     


    

 






 


EXHIBIT
A-16


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS G-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 




    A-16-1


    


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




    A-16-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS G-RR


 


	Pass-Through Rate: The WAC Rate3	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class G-RR Certificates: $11,478,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029


 

	
        CUSIP: 08162F AR44

        U0739T AF85

        08162F BK86

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08162FAR477

        USU0739TAF858

        US08162FBK849

         
	 	 
	Common Code: 204107645	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class G-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.2649%
per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 




    A-16-3


    


    

 


Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class J-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class G-RR Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 



This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-16-4


    


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 



    A-16-5


    


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-16-6


    


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-16-7


    


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-16-8


    


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-16-9


    


    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class G-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-16-10


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class G-RR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class G-RR Certificate of the entire Percentage Interest represented by the within Class
G-RR Certificates to the above-named Assignee(s) and to deliver such Class G-RR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-16-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-16-12


    


    

  


EXHIBIT
A-17


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS J-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 




    A-17-1


    


    

 


REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




    A-17-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS J-RR


 


	Pass-Through Rate: The WAC Rate3	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class J-RR Certificates: $34,435,107	 	Scheduled Final Distribution Date: the Distribution Date in August 2029
	 	 	 


	
        CUSIP:  08162F
AS24

U0739T AG65

08162F BL66


         
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:    US08162FAS207

USU0739TAG688

US08162FBL679
	 	 
	 	 	 
	Common Code: 204107653	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class J-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 4.2649%
per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 




    A-17-3


    


    

 


Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class J-RR Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class J-RR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class J-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-17-4


    


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 



    A-17-5


    


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-17-6


    


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-17-7


    


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-17-8


    


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-17-9


    


    

   





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class J-RR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class J-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-17-10


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class J-RR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class J-RR Certificate of the entire Percentage Interest represented by the within Class
J-RR Certificates to the above-named Assignee(s) and to deliver such Class J-RR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-17-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 






    A-17-12


    


    




  


EXHIBIT
A-18


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
ONLY BE TRANSFERRED TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT
IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN EACH OF FOUR “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S.
TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT
A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS
THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS


 



    A-18-1


    


    

 


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 MULTIPLE “NONECONOMIC
RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR
TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




    A-18-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS R


 


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


	
        CUSIP: 08162F BX0

         
	 
	
        ISIN: US08162FBX06
	 
	 	 
	No.: [1]	 


 


This certifies that
[          ] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust
by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special
Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate
Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class S, Class VRR, Class
WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates
(together with the Class R Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    A-18-3


    


    

 


This Certificate represents
the “residual interest” in each of two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan


 



    A-18-4


    


    

 


Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 






    A-18-5


    


    

 


such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to 



 






    A-18-6


    


    

 


any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class


 



    A-18-7


    


    

 


Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-18-8


    


    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-18-9


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class
R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-18-10


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-18-11


    


    

 





EXHIBIT
A-19


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS S


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(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, OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR
IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY ONLY BE TRANSFERRED
TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE
ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS
OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF ANY EXCESS INTEREST COLLECTED ON THE ARD MORTGAGE
LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 






    A-19-1


    


    

 


TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS
HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER
RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE,
AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




    A-19-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS S


 


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


	
        CUSIP: 08162F
BZ51

08162F CA92
	 
	 	 
	
        ISIN:     US08162FBZ533

US08162FCA934
	 
	 	 
	No.: [1]	 


 


This certifies that
[          ] [as nominee] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to
the Class S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D,
Class TC-E and Class TCRR Certificates (together with the Class S Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master


 





 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Rule 144A Certificates


 


4
For IAI Certificates


 




    A-19-3


    


    

 


Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial ownership interest in certain assets of a grantor trust consisting primarily of any Excess Interest collected on the
ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount then distributable, if any, with respect to the Class S Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    A-19-4


    


    

 


This Certificate is
limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the 



 






    A-19-5


    


    

 


Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);


 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 






    A-19-6


    


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a


 



    A-19-7


    


    

 


purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-19-8


    


    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class S Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-19-9


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class S Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class S Certificate of the entire Percentage Interest represented by the within Class
S Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-19-10


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-19-11


    


    

  


EXHIBIT
A-20


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS VRR


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    A-20-1


    


    

 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED
BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. OR J.P. MORGAN SECURITIES LLC, (II) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
AN UNDIVIDED BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF (I) A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND DISTRIBUTIONS THEREON, AND (II) ANY EXCESS INTEREST COLLECTED ON THE
ARD MORTGAGE LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT.


 




    A-20-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS VRR


 


	Pass-Through Rate: N/A. The Class VRR Certificates will not have a Pass-Through Rate, but will entitle Holders to interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class VRR Certificates: $34,054,400	 	Scheduled Final Distribution Date: the Distribution Date in August 2029
	 	 	 


	
        CUSIP:  08162F AT03

        U0739T AH44

        08162F BM45

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08162FAT036

USU0739TAH427

US08162FBM418
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class VRR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage


 





 



 


3
For Rule 144A Certificates


 


4
For Regulation S Certificates


 


5
For IAI Certificates


 


6
For Rule 144A Certificates


 


7
For Regulation S Certificates


 


8
For IAI Certificates


 




    A-20-3


    


    

 


Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class VRR Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
an undivided beneficial interest in certain assets of a grantor trust consisting primarily of (i) a “regular interest”
in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and
860D of the Internal Revenue Code of 1986, as amended, and distributions thereon, and (ii) any Excess Interest collected on the
ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class VRR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the


 



    A-20-4


    


    

 


Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 






    A-20-5


    


    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 






    A-20-6


    


    

 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 






    A-20-7


    


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-20-8


    


    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class VRR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class VRR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-20-9


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class VRR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class VRR Certificate of the entire Percentage Interest represented by the within Class
VRR Certificates to the above-named Assignee(s) and to deliver such Class VRR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-20-10


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-20-11


    


    

 





EXHIBIT
A-21


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WM-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE WOODLANDS MALL LOAN-SPECIFIC CERTIFICATES
NOR WOODLANDS MALL TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
ANY OTHER PERSON OR ENTITY.


 


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)


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 




    A-21-1


    


    

 


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, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-21-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WM-A


 


	Pass-Through Rate: The Net Mortgage Rate on the Woodlands Mall Trust Subordinate
Companion Loan4.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class WM-A Certificates: $78,436,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029
	 	 	 


	
        CUSIP:  08162F
AU75

U0739T AJ06

08162F BN27




         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08162FAU758

USU0739TAJ089

US08162FBN2410

         
	 	 
	Common Code: 204107661	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class WM-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the


  





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.3877%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 




    A-21-3


    


    

 


Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates(together with the Class WM-A Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class WM-A Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of the Woodlands Mall Trust Subordinate Companion Loan,
as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class WM-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the


 



    A-21-4


    


    

 


Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Woodlands Mall Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 






    A-21-5


    


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the
Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations
of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially
adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing



 






    A-21-6


    


    

 


Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 






    A-21-7


    


    

 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-21-8


    


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-21-9


    


    

  





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class WM-A Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class WM-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-21-10


    


    

 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class WM-A Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class WM-A Certificate of the entire Percentage Interest represented by the within Class
WM-A Certificates to the above-named Assignee(s) and to deliver such Class WM-A Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-21-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-21-12


    


    

 





EXHIBIT
A-22


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WM-B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE WOODLANDS MALL LOAN-SPECIFIC CERTIFICATES
NOR WOODLANDS MALL TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.





 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 



    A-22-1


    


    




 


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, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-22-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WM-B


 


	Pass-Through Rate: The Net Mortgage Rate on the Woodlands Mall Trust Subordinate Companion Loan4.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class WM-B Certificates: $48,094,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029
	 	 	 


	
        CUSIP:
	 08162F AV55

        U0739T AK76

        08162F BP77

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:
	US08162FAV588

        USU0739TAK709

        US08162FBP7110

         
	 	 
	Common Code: 204108013	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class WM-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the


 





 



  


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.3877%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 



    A-22-3


    


    




 


Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class WM-B Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class WM-B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of the Woodlands Mall Trust Subordinate Companion Loan,
as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class WM-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the


 






    A-22-4


    


    

 


Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Woodlands Mall Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 



    A-22-5


    


    




 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing

                                                                                




 



    A-22-6


    


    




 


	 	 	Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 



    A-22-7


    


    




 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 



    A-22-8


    


    




 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-22-9


    


    

 


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class WM-B Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class WM-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-22-10


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within  Class WM-B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further
direct the Certificate Registrar to issue a new  Class WM-B Certificate of the entire Percentage Interest represented by the
within Class WM-B Certificates to the above-named Assignee(s) and to deliver such Class WM-B Certificate to the following
address:


 






Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-22-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.



 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-22-12


    


    

 





 


EXHIBIT
A-23


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WM-C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE WOODLANDS MALL LOAN-SPECIFIC CERTIFICATES
NOR WOODLANDS MALL TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


 






 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-23-1


    


    




 


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, OR (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT
IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-23-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WM-C


 


	Pass-Through Rate: The Net Mortgage Rate on the Woodlands Mall Trust Subordinate Companion Loan4.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class WM-C Certificates: $42,000,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029
	 	 	 


	
        CUSIP:
	08162F AW35

        U0739T AL56

        08162F BQ57

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:
	US08162FAW328

        USU0739TAL539

        US08162FBQ5410

         
	 	 
	Common Code: 204108021	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class WM-C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the


 


 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 4.3877%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    A-23-3


    


    

 


Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class WM-C Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class WM-C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of the Woodlands Mall Trust Subordinate Companion Loan,
as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class WM-C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the


 






    A-23-4


    


    

 


Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Woodlands Mall Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 



    A-23-5


    


    




 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s obligations under the Pooling and Servicing

                                                                                




 



    A-23-6


    


    




 


	 	 	Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 



    A-23-7


    


    




 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 



    A-23-8


    


    

 








Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-23-9


    


    

 


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class WM-C Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class WM-C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-23-10


    


    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________________ ______________________________(please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class WM-C  Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on
the Certificate Register of the Trust Fund.


 


I (we) further
direct the Certificate Registrar to issue a new Class WM-C Certificate of the entire Percentage Interest represented by the
within Class WM-C Certificates to the above-named Assignee(s) and to deliver such Class WM-C Certificate to the
following address:



 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-23-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.



 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-23-12


    


    

 



EXHIBIT A-24


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WMRR


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE WOODLANDS MALL LOAN-SPECIFIC CERTIFICATES
NOR WOODLANDS MALL TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR
ANY OTHER PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 



    A-24-1


    


    




 





THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED
BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC. OR DEUTSCHE BANK SECURITIES INC., (II) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING
THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT.


 




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BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS WMRR


 


	Pass-Through Rate: N/A. The Class WMRR Certificates will not have a Pass-Through Rate, but will entitle Holders to interest on any Distribution Date equal to the WMRR Interest Distribution Amount for such Distribution Date.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class WMRR Certificates: $8,870,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2029
	 	 	 


	
        CUSIP:
	 08162F AX13

        U0739T AM34

        08162F BR35

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:
	US08162FAX156

        USU0739TAM377

        US08162FBR388

         
	 	 
	 	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class WMRR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage


 


 






 


3
For Rule 144A Certificates


 


4
For Regulation S Certificates


 


5
For IAI Certificates


 


6
For Rule 144A Certificates


 


7
For Regulation S Certificates


 


8
For IAI Certificates


 







    A-24-3


    


    

 


Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class WMRR Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
an undivided beneficial interest in certain assets of a grantor trust consisting primarily of (i) a “regular interest”
in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and
860D of the Internal Revenue Code of 1986, as amended, and distributions thereon, and (ii) any Excess Interest collected on the
ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class WMRR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of the Woodlands Mall Trust Subordinate Companion Loan,
as provided in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering


 



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Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Woodlands Mall Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 



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The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 






    A-24-6


    


    

 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 






    A-24-7


    


    

 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-24-8


    


    

 


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class  WMRR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class WMRR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-24-9


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class WMRR  Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further
direct the Certificate Registrar to issue a new  Class WMRR Certificate of the entire Percentage Interest represented by the
within Class WMRR Certificates to the above-named Assignee(s) and to deliver such  Class WMRR Certificate to the
following address:



 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-24-10


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.



 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-24-11


    


    

 



 


 


EXHIBIT
A-25


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CENTRE LOAN-SPECIFIC CERTIFICATES NOR
THE CENTRE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER
PERSON OR ENTITY.


 


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)


  





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-25-1


     


    

 


PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-25-2


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-A


 


	Pass-Through Rate: The Net Mortgage Rate on The Centre Trust Subordinate Companion Loan4.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class TC-A Certificates: $9,600,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2024



 

	
        CUSIP:  08162F AY95

        U0739T AN16

        08162F BS17

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08162FAY978

        USU0739TAN109

        US08162FBS1110

         
	 	 
	Common Code: 204108030	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class TC-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage


 





 



  





4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5549%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 







    A-25-3


     


    

 


Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-B, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class TC-A Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class TC-A Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class TC-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-25-4


     


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of The Centre Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-25-5


     


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-25-6


     


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-25-7


     


    

 





		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-25-8


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-25-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class TC-A Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class TC-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory





  




    A-25-10


     


    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class TC-A Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further
direct the Certificate Registrar to issue a new Class TC-A Certificate of the entire Percentage Interest represented by the
within Class TC-A Certificates to the above-named Assignee(s) and to deliver such Class TC-A Certificate to the following
address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 




    A-25-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 











    A-25-12


     


    

 


EXHIBIT
A-26


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CENTRE LOAN-SPECIFIC CERTIFICATES NOR
THE CENTRE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER
PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



  


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 







    A-26-1


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-26-2


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-B


 


	Pass-Through Rate: The Net Mortgage Rate on The Centre Trust Subordinate Companion Loan4.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class TC-B Certificates: $8,900,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2024



 

	
        CUSIP:  08162F AZ65

        U0739T AP66

        08162F BT97

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08162FAZ628

        USU0739TAP679

        US08162FBT9310

         
	 	 
	Common Code: 204108048	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[              ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class TC-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5549%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7 For
IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 







    A-26-3


     


    

 


Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-C, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class TC-B Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class TC-B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class TC-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-26-4


     


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of The Centre Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-26-5


     


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-26-6


     


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-26-7


     


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-26-8


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-26-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class TC-B Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class TC-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-26-10


     


    

 


ASSIGNMENT


 


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class TC-B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class TC-B Certificate of the entire Percentage Interest represented by the within Class
TC-B Certificates to the above-named Assignee(s) and to deliver such Class TC-B Certificate to the following address:



 


Date: _________________ 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-26-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



 







    A-26-12


     


    

 


EXHIBIT
A-27


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CENTRE LOAN-SPECIFIC CERTIFICATES NOR
THE CENTRE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER
PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 







    A-27-1


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-27-2


     


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-C


 


	Pass-Through Rate: The Net Mortgage Rate on The Centre Trust Subordinate Companion Loan4.	 	 
	 	 	 
	First Distribution Date: September 17, 2019	 	Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class TC-C Certificates: $10,400,000	 	Scheduled Final Distribution Date: the Distribution Date in July 2024



 

	
        CUSIP:  08162F BA05

        U0739T AQ46

        08162F BU67

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08162FBA038

        USU0739TAQ419

        US08162FBU6610

         
	 	 
	Common Code: 204108056	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[               ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class TC-C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage


 





 



  


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5549%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 








    A-27-3


     


    

 


Loans) and
the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-D, Class
TC-E and Class TCRR Certificates (together with the Class TC-C Certificates, the “Certificates”; the Holders
of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class TC-C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class TC-C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-27-4


     


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of The Centre Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-27-5


     


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations
or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify
or eliminate any risk retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-27-6


     


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-27-7


     


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A)
the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Trust Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any,
made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer
or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as
applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however,
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 






    A-27-8


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-27-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class TC-C Certificate to be duly executed.


  





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class TC-C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 




    A-27-10


     


    

 


ASSIGNMENT


 





FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class TC-C Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class TC-C Certificate of the entire Percentage Interest represented by the within Class
TC-C Certificates to the above-named Assignee(s) and to deliver such Class TC-C Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-27-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.



 





	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-27-12


     


    




 


EXHIBIT
A-28


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CENTRE LOAN-SPECIFIC CERTIFICATES NOR
THE CENTRE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER
PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-28-1


    


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-28-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-D


 


	Pass-Through Rate:  The Net Mortgage Rate on The Centre Trust Subordinate Companion Loan4.	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class TC-D Certificates:  $10,300,000	Scheduled Final Distribution Date: the Distribution Date in July 2024
	 	 


	
        CUSIP:  08162F BB85

        U0739T AR26

        08162F CB77

        

        

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US08162FBB858

        USU0739TAR249

        US08162FCB7610

         
	 
	Common Code: 204108064	 
	 	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class TC-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage


 


 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5549%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    A-28-3


    


    

 


Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR,
Class TC-A, Class TC-B, Class TC-C, Class TC-E and Class TCRR Certificates (together with the Class TC-D
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class TC-D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class TC-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-28-4


    


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of The Centre Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-28-5


    


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-28-6


    


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-28-7


    


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of
(A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 






    A-28-8


    


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-28-9


    


    

 




 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class TC-D Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class TC-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-28-10


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class TC-D Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class TC-D Certificate of the entire Percentage Interest represented by the within Class
TC-D Certificates to the above-named Assignee(s) and to deliver such Class TC-D Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-28-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-28-12


    


    

 








EXHIBIT
A-29


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CENTRE LOAN-SPECIFIC CERTIFICATES NOR
THE CENTRE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER
PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


 


 

		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 



    A-29-1


    


    




 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-29-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TC-E


 


	Pass-Through Rate:  The Net Mortgage Rate on The Centre Trust Subordinate Companion Loan4.	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class TC-E Certificates:  $25,800,000	Scheduled Final Distribution Date: the Distribution Date in July 2024
	 	 


	
        CUSIP:  08162F BC65

        U0739T AS06

        08162F BV47

        

        

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08162FBC688

        USU0739TAS079

        US08162FBV4010

         
	 
	Common Code: 204108072	 
	 	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class TC-E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 3.5549%
per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    A-29-3


    


    

 


Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR,
Class TC-A, Class TC-B, Class TC-C, Class TC-D and Class TCRR Certificates (together with the Class TC-E
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class TC-E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class TC-E Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-29-4


    


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of The Centre Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-29-5


    


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-29-6


    


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-29-7


    


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of
(A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 






    A-29-8


    


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-29-9


    


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class TC-E Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class TC-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-29-10


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class TC-E Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class TC-E Certificate of the entire Percentage Interest represented by the within Class
TC-E Certificates to the above-named Assignee(s) and to deliver such Class TC-E Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-29-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-29-12


    


    

 


EXHIBIT
A-30


 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TCRR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MORTGAGE LOAN SELLER, THE INITIAL PURCHASERS, ANY MORTGAGOR, ANY SPONSOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CENTRE LOAN-SPECIFIC CERTIFICATES NOR
THE CENTRE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR ANY OTHER
PERSON OR ENTITY.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    A-30-1


    


    

 


THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


THIS CERTIFICATE IS INTENDED
TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION
15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND
FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE,
BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT.


 




    A-30-2


    


    

 


BENCHMARK 2019-B12 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B12, CLASS TCRR


 


	Pass-Through Rate:  The Net Mortgage Rate on The Centre Trust Subordinate Companion Loan3.	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class TCRR Certificates: $5,000,000	Scheduled Final Distribution Date: the Distribution Date in July 2024
	 	 


	
        CUSIP:  08162F BD44

        U0739T AT85

        08162F BW26

        

        

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08162FBD427

        USU0739TAT898

        US08162FBW239

         
	 
	Common Code: 204108099	 
	 	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class TCRR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case
of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and
the Mortgage Loans (other than the Outside Serviced Mortgage


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 3.5549%
per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates



 






    A-30-3


    


    

 


Loans) and the Trust Subordinate Companion Loans are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event
that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement,
such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR,
Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR,
Class TC-A, Class TC-B, Class TC-C, Class TC-D and Class TC-E Certificates (together with the Class TCRR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class TCRR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges collected in respect of The Centre Trust Subordinate Companion Loan, as provided
in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class TCRR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 






    A-30-4


    


    

 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of The Centre Trust Subordinate
Companion Loan, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans and Trust Subordinate Companion Loans as from
time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loans due after
the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive
of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans and
Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to
Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Woodlands Mall Regular Interests;
(xiii) the Centre Regular Interests; (xiv) the Loss of Value Reserve Fund; and (xv) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes


 






    A-30-5


    


    

 


whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 






    A-30-6


    


    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights of Pooled Certificateholders,
as applicable, that are required to consent to any action or inaction under the Pooling and Servicing Agreement, (B) the right
of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing Agreement or (C) the right of the
Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 






    A-30-7


    


    

 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of any Trust Loan
that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of
(A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Trust Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Trust Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Trust Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein) contained in the
Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments
as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer,
as applicable, promptly following receipt thereof.


 






    A-30-8


    


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-30-9


    


    

 




 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class TCRR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: August 8, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class TCRR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 8, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



    A-30-10


    


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class TCRR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class TCRR Certificate of the entire Percentage Interest represented by the within Class
TCRR Certificates to the above-named Assignee(s) and to deliver such Class TCRR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-30-11


    


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



    A-30-12


    


    

 







 


EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 




     B-1


     


    




 





BMARK 2019-B12 Mortgage Loan Schedule


 


	Loan	 	 	 	 	 	 	Cut-Off Date	 	Mortgage	Remaining Term To	 	Remaining Amortization
	Number	Footnotes	Property Name	Address	City	State	Zip Code	Balance ($)	Flood Zone	Rate	Maturity / ARD (Mos.)	Maturity Date / ARD	Term (Mos.)
	1	 	30 Hudson Yards	530 West 33rd Street	New York	New York	10001	93,200,000.00	Yes - AE	3.11000%	119	7/6/2029	0
	2	(1)	Woodlands Mall	1201 Lake Woodlands Drive	The Woodlands	Texas	77380	76,200,000.00	No	4.25600%	120	8/1/2029	0
	3	 	The Zappettini Portfolio	 	 	 	 	65,000,000	No	4.30000%	58	6/6/2024	0
	3.01	 	1350 West Middlefield	1350 West Middlefield Road	Mountain View	California	94043	 	No	 	 	 	 
	3.02	 	1212 Terra Bella	1212 Terra Bella Avenue	Mountain View	California	94043	 	No	 	 	 	 
	3.03	 	850 - 900 North Shoreline	850-900 North Shoreline Boulevard	Mountain View	California	94043	 	No	 	 	 	 
	3.04	 	1277 Terra Bella	1277 Terra Bella Avenue	Mountain View	California	94043	 	No	 	 	 	 
	3.05	 	1215 Terra Bella	1215 Terra Bella Avenue	Mountain View	California	94043	 	No	 	 	 	 
	3.06	 	1340 West Middlefield	1340 West Middlefield Road	Mountain View	California	94043	 	No	 	 	 	 
	3.07	 	1255 Terra Bella	1255 Terra Bella Avenue	Mountain View	California	94043	 	No	 	 	 	 
	3.08	 	1305 Terra Bella	1305 Terra Bella Avenue	Mountain View	California	94043	 	No	 	 	 	 
	3.09	 	1330 West Middlefield	1330 West Middlefield Road	Mountain View	California	94043	 	No	 	 	 	 
	3.10	 	1245 Terra Bella	1245 Terra Bella Avenue	Mountain View	California	94043	 	No	 	 	 	 
	4	 	Montalvo Square	1746 South Victoria Avenue	Ventura	California	93003	55,000,000.00	No	3.87000%	119	7/6/2029	0
	5	 	Chemours HQ	1007 North Market Street	Wilmington	Delaware	19801	50,400,000.00	No	3.96000%	63	11/1/2024	0
	6	 	Osborn Triangle	 	 	 	 	50,000,000	No	3.79700%	118	6/1/2029	0
	6.01	 	610 Main Street North	610 Main Street	Cambridge	Massachusetts	02139	 	No	 	 	 	 
	6.02	 	1 Portland Street	1 Portland Street	Cambridge	Massachusetts	02139	 	No	 	 	 	 
	6.03	 	700 Main Street	700 Main Street	Cambridge	Massachusetts	02139	 	No	 	 	 	 
	7	 	10000 Santa Monica Boulevard	10000 Santa Monica Boulevard	Los Angeles	California	90067	50,000,000.00	No	4.15000%	117	5/6/2029	0
	8	 	3 Columbus Circle	3 Columbus Circle	New York	New York	10019	50,000,000.00	No	3.91400%	115	3/11/2029	0
	9	 	250 Livingston	250 Livingston Street 	Brooklyn	New York	11201	50,000,000.00	No	3.63000%	118	6/6/2029	0
	10	 	Grand Canal Shoppes	3377 Las Vegas Boulevard South	Las Vegas	Nevada	89109	50,000,000.00	No	3.74080%	119	7/1/2029	0
	11	 	CIRE Equity Retail & Industrial Portfolio	 	 	 	 	50,000,000	Various	4.13900%	118	6/6/2029	0
	11.01	 	Wood Village Town Center	22557 Northeast Park Lane	Wood Village	Oregon	97060	 	No	 	 	 	 
	11.02	 	Pecan Promenade	2735-2755 South 99th Avenue & 9820-9870 West Lower Buckeye Road	Tolleson	Arizona	85353	 	No	 	 	 	 
	11.03	 	Valley Plaza	3115 South McClintock Drive	Tempe	Arizona	85282	 	No	 	 	 	 
	11.04	 	Pear Tree	504 East Perkins Street	Ukiah	California	95482	 	No	 	 	 	 
	11.05	 	Glendale Market Square	5840, 5870, 5880, 5890 West Bell Road & 17045 North 59th Avenue	Glendale	Arizona	85308	 	No	 	 	 	 
	11.06	 	Central Park Shopping Center	7425-7719 East Iliff Avenue; 2150 South Quebec Street	Denver	Colorado	80231	 	No	 	 	 	 
	11.07	 	Val Vista Towne Center	1395-1505 East Warner Road	Gilbert	Arizona	85296	 	No	 	 	 	 
	11.08	 	2641 Hall Ave - Riverside, CA	2641 Hall Avenue	Riverside	California	92509	 	No	 	 	 	 
	11.09	 	606 W Troy - Indianapolis, IN	606 West Troy Avenue	Indianapolis	Indiana	46225	 	Yes - AE	 	 	 	 
	11.10	 	Homeland - Bartow, FL	5700 US Highway 17 South	Bartow	Florida	33830	 	No	 	 	 	 
	11.11	 	2621 Hall Ave - Riverside, CA	2621 Hall Avenue	Riverside	California	92509	 	No	 	 	 	 
	12	 	Waterfront Plaza	500 Ala Moana Boulevard	Honolulu	Hawaii	96813	49,822,681.67	No	4.41500%	118	6/6/2029	298
	13	 	Compass Self Storage Florida Portfolio	 	 	 	 	39,750,000	Various	4.40000%	118	6/6/2029	0
	13.01	 	University Parkway Sarasota Self Storage	8424 Florida Street	Sarasota	Florida	34243	 	Yes - A	 	 	 	 
	13.02	 	Meadow Woods Orlando Self Storage	800 Greenway Professional Court	Orlando	Florida	32824	 	No	 	 	 	 
	13.03	 	Cortez Bradenton Self Storage	8915 Cortez Road	Bradenton	Florida	34210	 	Yes - AE	 	 	 	 
	13.04	 	Cheval Lutz Self Storage	19020 North Dale Mabry Highway	Lutz	Florida	33548	 	No	 	 	 	 
	13.05	 	Waterford Lakes Orlando Self Storage	14120 East Colonial Drive	Orlando	Florida	32826	 	No	 	 	 	 
	13.06	 	Lockwood Sarasota Self Storage	7750 Lockwood Ridge Road	Sarasota	Florida	34243	 	No	 	 	 	 
	14	 	2 MacArthur	2 MacArthur Place	Santa Ana	California	92707	34,000,000.00	No	2.46412%	59	7/6/2024	0
	15	(2)	The Centre	695 Anderson Avenue	Cliffside Park	New Jersey	07010	30,000,000.00	No	5.68167%	59	7/6/2024	0
	16	 	Vie Portfolio	 	 	 	 	28,885,000	Various	5.15000%	114	2/1/2029	0
	16.01	 	University Downs	120 15th Street	Tuscaloosa	Alabama	35401	 	Yes - AE	 	 	 	 
	16.02	 	Ella Lofts	817 Chestnut Street	San Marcos	Texas	78666	 	No	 	 	 	 
	16.03	 	University View	2190 Northwest 4th Court	Boca Raton	Florida	33431	 	No	 	 	 	 
	16.04	 	Colonie	7 Bristol Court	Amherst	New York	14228	 	No	 	 	 	 
	16.05	 	Hillcrest Oakwood	1101 Fuller Avenue & 19700 14 Mile Road	Big Rapids	Michigan	49307	 	No	 	 	 	 
	16.06	 	Southgate	801 A Southgate Drive	State College	Pennsylvania	16801	 	No	 	 	 	 
	17	 	ICON Upper East Side Portfolio	 	 	 	 	25,000,000	No	4.50000%	57	5/1/2024	0
	17.01	 	244 East 78th Street	244 East 78th Street	New York	New York	10075	 	No	 	 	 	 
	17.02	 	332 East 71st Street	332 East 71st Street	New York	New York	10021	 	No	 	 	 	 
	17.03	 	323 East 78th Street	323 East 78th Street	New York	New York	10075	 	No	 	 	 	 
	17.04	 	513 East 82nd Street	513 East 82nd Street	New York	New York	10028	 	No	 	 	 	 
	17.05	 	502 East 73rd Street	502 East 73rd Street	New York	New York	10021	 	No	 	 	 	 
	17.06	 	1556 Second Avenue	1556 Second Avenue	New York	New York	10028	 	No	 	 	 	 
	17.07	 	344 East 55th Street	344 East 55th Street	New York	New York	10022	 	No	 	 	 	 
	17.08	 	228 East 84th Street	228 East 84th Street	New York	New York	10028	 	No	 	 	 	 
	17.09	 	419 East 82nd Street	419 East 82nd Street	New York	New York	10028	 	No	 	 	 	 
	17.10	 	340 East 81st Street	340 East 81st Street	New York	New York	10028	 	No	 	 	 	 
	17.11	 	338 East 55th Street	338 East 55th Street	New York	New York	10022	 	No	 	 	 	 
	17.12	 	409 East 81st Street	409 East 81st Street	New York	New York	10028	 	No	 	 	 	 
	17.13	 	322 East 74th Street	322 East 74th Street	New York	New York	10021	 	No	 	 	 	 
	17.14	 	443 East 78th Street	443 East 78th Street	New York	New York	10075	 	No	 	 	 	 
	17.15	 	340 East 55th Street	340 East 55th Street	New York	New York	10022	 	No	 	 	 	 
	17.16	 	407 East 81st Street	407 East 81st Street	New York	New York	10028	 	No	 	 	 	 
	17.17	 	340 East 61st Street	340 East 61st Street	New York	New York	10065	 	No	 	 	 	 
	17.18	 	242 East 75th Street	242 East 75th Street	New York	New York	10021	 	No	 	 	 	 
	17.19	 	342 East 76th Street	342 East 76th Street	New York	New York	10021	 	No	 	 	 	 
	18	 	Marriott Morgantown Waterfront	2 Waterfront Place	Morgantown	West Virginia	26501	23,000,000.00	No	4.40000%	119	7/6/2029	0
	19	 	Crystal Falls	3441 Lakeline Boulevard	Leander	Texas	78641	21,190,000.00	No	4.15000%	119	7/1/2029	0
	20	 	Oakbrook Terrace	1815 South Meyers Road	Villa Park	Illinois	60181	19,225,644.95	No	4.23000%	119	7/6/2029	359
	21	 	Winsor Ranch Shopping Center	6801-6823 North 35th Avenue	Phoenix	Arizona	85041	16,650,000.00	No	4.60000%	117	5/6/2029	360
	22	 	Village of Martinsville	240 Commonwealth Boulevard	Martinsville	Virginia	24112	16,471,147.49	No	4.28000%	119	7/6/2029	299
	23	 	SWVP Portfolio	 	 	 	 	15,000,000	No	4.95800%	117	5/1/2029	0
	23.01	 	InterContinental	444 Saint Charles Avenue	New Orleans	Louisiana	70130	 	No	 	 	 	 
	23.02	 	DoubleTree Sunrise	13400 West Sunrise Boulevard	Sunrise	Florida	33323	 	No	 	 	 	 
	23.03	 	DoubleTree Charlotte	6300 Morrison Boulevard	Charlotte	North Carolina	28211	 	No	 	 	 	 
	23.04	 	DoubleTree RTP	4810 Page Creek Lane	Durham	North Carolina	27703	 	No	 	 	 	 
	24	 	Mercy Medical Office Building	1195 Boyson Road	Hiawatha	Iowa	52233	15,000,000.00	No	4.58000%	117	5/1/2029	360
	25	 	Dollar General Portfolio II 	 	 	 	 	14,950,000	Various	4.52000%	118	6/6/2029	360
	25.01	 	Iron Mountain	1000 North Stephenson Avenue	Iron Mountain	Michigan	49801	 	No	 	 	 	 
	25.02	 	Deerwood	23726 Serpent Road	Deerwood	Minnesota	56444	 	No	 	 	 	 
	25.03	 	Rose City	2740 South M-33	Rose City	Michigan	48654	 	No	 	 	 	 
	25.04	 	Roscommon	5925 North Markey Road	Roscommon	Michigan	48653	 	No	 	 	 	 
	25.05	 	Bigfork	103 State Highway 38 South	Bigfork	Minnesota	56628	 	No	 	 	 	 
	25.06	 	Brimfield	17511 West Route 150	Brimfield	Illinois	61517	 	No	 	 	 	 
	25.07	 	Whittemore	418 North Bullock Street	Whittemore	Michigan	48770	 	No	 	 	 	 
	25.08	 	Frederic	6088 North Old 27	Frederic Township	Michigan	49733	 	No	 	 	 	 
	25.09	 	Lenox	316 South Brooks Street	Lenox	Iowa	50851	 	No	 	 	 	 
	25.10	 	Paullina	5629 460th Street	Paullina	Iowa	51046	 	No	 	 	 	 
	25.11	 	Adair	103 South 5th Street	Adair	Iowa	50002	 	No	 	 	 	 
	25.12	 	Akron	301 Highway 12 North	Akron	Iowa	51001	 	Yes - AE	 	 	 	 
	25.13	 	New Harmony	1119 East Church Street	New Harmony	Indiana	47631	 	No	 	 	 	 
	25.14	 	Table Grove	1461 East U.S. 136 Highway	Table Grove	Illinois	61482	 	No	 	 	 	 
	25.15	 	Griswold	55298 Tucson Road	Griswold	Iowa	51535	 	No	 	 	 	 
	25.16	 	Neosho	12023 Highway K	Neosho	Missouri	64850	 	No	 	 	 	 
	25.17	 	Sidney	1400 Northridge Road	Sidney	Iowa	51652	 	No	 	 	 	 
	26	 	Michigan Self Storage Portfolio	 	 	 	 	14,700,000	No	4.43000%	119	7/6/2029	360
	26.01	 	Compass Self Storage Jackson	4885 West Michigan Avenue	Jackson	Michigan	49201	 	No	 	 	 	 
	26.02	 	Compass Self Storage Flat Rock	14551 Telegraph Road	Flat Rock	Michigan	48134	 	No	 	 	 	 
	26.03	 	Storage Pros Lansing	4724 South Creyts Road	Lansing	Michigan	48917	 	No	 	 	 	 
	27	 	Calexico Industrial	315 & 325 Weakley Street and 2365 Portico Boulevard	Calexico	California	92231	13,838,117.72	No	4.22000%	118	6/6/2029	358
	28	 	Shoppes at Cresthaven	2601-2675 South Military Trail	West Palm Beach	Florida	33415	13,800,000.00	No	4.50000%	120	8/1/2029	360
	29	 	Hampton Inn Denver Airport	6290 Tower Road	Denver	Colorado	80249	13,600,000.00	No	4.58000%	120	8/1/2029	360
	30	 	Lakeside Plaza	6301 Northwest 5th Way	Fort Lauderdale	Florida	33309	13,250,000.00	Yes - AH	4.17000%	119	7/1/2029	360
	31	 	Pegasus Landing	733 Pegasus Street	Brunswick	Maine	04011	12,422,905.00	No	5.20000%	58	6/1/2024	358
	32	 	Springhill Suites Chesapeake	1446 Crossways Boulevard	Chesapeake	Virginia	23320	11,972,196.94	No	4.90000%	118	6/6/2029	358
	33	 	Jurupa Royale Apartments	4747 Jurupa Avenue	Riverside	California	92506	10,700,000.00	No	4.94000%	119	7/6/2029	0
	34	 	Greenleaf at Howell	5313 Route 9 North	Howell	New Jersey	07731	10,000,000.00	No	5.10000%	117	5/1/2029	360
	35	 	Corporate Ridge I	18103 West 106th Street	Olathe	Kansas	66061	9,300,000.00	No	4.32000%	118	6/6/2029	360
	36	 	Franklin Plaza	111 Franklin Road Southeast	Roanoke	Virginia	24011	8,250,000.00	Yes - AO	3.68000%	119	7/6/2029	0
	37	 	New York Life Building	4435 Waterfront Drive	Glen Allen	Virginia	23060	7,920,000.00	No	4.53000%	118	6/6/2029	360
	38	 	Hampton Inn Terre Haute	3325 U.S. 41 South	Terre Haute	Indiana	47802	7,857,313.82	No	5.05000%	58	6/6/2024	358
	39	 	Causeway Center	2609 Causeway Center Drive	Tampa	Florida	33619	7,000,000.00	No	4.46000%	118	6/6/2029	360
	40	 	Targhee Place	1180 US Highway 26	Alpine	Wyoming	83128	6,624,000.00	No	4.86000%	82	6/6/2026	360
	41	 	Houston Building	9015 Mountain Ridge Drive	Austin	Texas	78759	5,882,500.00	No	4.43000%	118	6/6/2029	0
	42	 	Irvington Plaza	1758-1864 East Irvington Road	Tucson	Arizona	85714	5,735,000.00	No	4.35000%	118	6/6/2029	0
	43	 	Oak Tree Place	6111 Oak Tree Boulevard	Independence	Ohio	44131	5,450,000.00	No	4.18000%	118	6/6/2029	0
	44	 	CVS Plymouth, MN	17435 County Road 6	Plymouth	Minnesota	55447	5,400,000.00	No	4.25000%	119	7/6/2029	0
	45	 	Creekside Terrace	5606-5612 Bardstown Road	Louisville	Kentucky	40291	3,650,000.00	No	4.35000%	120	8/6/2029	360
	46	 	Walgreens Stockton	7850 West Lane	Stockton	California	95210	3,325,000.00	No	4.50000%	118	6/1/2029	0
	47	 	359 South La Brea	359 South La Brea Avenue	Los Angeles	California	90036	2,450,000.00	No	5.25000%	59	7/1/2024	0




      


     


    

 


BMARK 2019-B12 Mortgage Loan Schedule


 


	Loan	 	 	Master Servicing	Primary Servicing	Subservicing	Outside Servicing	Mortgage 	Crossed With Other Loans	ARD	ARD Mortgage Loan Final	ARD
	Number	Footnotes	Property Name	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)	Loan Seller	(Crossed Group)	(Yes/No)	Maturity Date	Revised Rate
	1	 	30 Hudson Yards	0.00125%	0.00000%	NAP	0.00125%	GACC	No	No	 	 
	2	(1)	Woodlands Mall	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	3	 	The Zappettini Portfolio	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	3.01	 	1350 West Middlefield	 	 	 	 	CREFI	 	 	 	 
	3.02	 	1212 Terra Bella	 	 	 	 	CREFI	 	 	 	 
	3.03	 	850 - 900 North Shoreline	 	 	 	 	CREFI	 	 	 	 
	3.04	 	1277 Terra Bella	 	 	 	 	CREFI	 	 	 	 
	3.05	 	1215 Terra Bella	 	 	 	 	CREFI	 	 	 	 
	3.06	 	1340 West Middlefield	 	 	 	 	CREFI	 	 	 	 
	3.07	 	1255 Terra Bella	 	 	 	 	CREFI	 	 	 	 
	3.08	 	1305 Terra Bella	 	 	 	 	CREFI	 	 	 	 
	3.09	 	1330 West Middlefield	 	 	 	 	CREFI	 	 	 	 
	3.10	 	1245 Terra Bella	 	 	 	 	CREFI	 	 	 	 
	4	 	Montalvo Square	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	5	 	Chemours HQ	0.00125%	0.00125%	0.01000%	NAP	JPMCB	No	No	 	 
	6	 	Osborn Triangle	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	6.01	 	610 Main Street North	 	 	 	 	JPMCB	 	 	 	 
	6.02	 	1 Portland Street	 	 	 	 	JPMCB	 	 	 	 
	6.03	 	700 Main Street	 	 	 	 	JPMCB	 	 	 	 
	7	 	10000 Santa Monica Boulevard	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	8	 	3 Columbus Circle	0.00125%	0.00000%	NAP	0.00250%	JPMCB	No	No	 	 
	9	 	250 Livingston	0.00125%	0.00000%	NAP	0.00250%	CREFI	No	No	 	 
	10	 	Grand Canal Shoppes	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	11	 	CIRE Equity Retail & Industrial Portfolio	0.00125%	0.00125%	0.00770%	NAP	GACC	No	No	 	 
	11.01	 	Wood Village Town Center	 	 	 	 	GACC	 	 	 	 
	11.02	 	Pecan Promenade	 	 	 	 	GACC	 	 	 	 
	11.03	 	Valley Plaza	 	 	 	 	GACC	 	 	 	 
	11.04	 	Pear Tree	 	 	 	 	GACC	 	 	 	 
	11.05	 	Glendale Market Square	 	 	 	 	GACC	 	 	 	 
	11.06	 	Central Park Shopping Center	 	 	 	 	GACC	 	 	 	 
	11.07	 	Val Vista Towne Center	 	 	 	 	GACC	 	 	 	 
	11.08	 	2641 Hall Ave - Riverside, CA	 	 	 	 	GACC	 	 	 	 
	11.09	 	606 W Troy - Indianapolis, IN	 	 	 	 	GACC	 	 	 	 
	11.10	 	Homeland - Bartow, FL	 	 	 	 	GACC	 	 	 	 
	11.11	 	2621 Hall Ave - Riverside, CA	 	 	 	 	GACC	 	 	 	 
	12	 	Waterfront Plaza	0.00125%	0.00000%	NAP	0.00250%	GACC	No	No	 	 
	13	 	Compass Self Storage Florida Portfolio	0.00125%	0.00000%	0.03000%	NAP	CREFI	No	No	 	 
	13.01	 	University Parkway Sarasota Self Storage	 	 	 	 	CREFI	 	 	 	 
	13.02	 	Meadow Woods Orlando Self Storage	 	 	 	 	CREFI	 	 	 	 
	13.03	 	Cortez Bradenton Self Storage	 	 	 	 	CREFI	 	 	 	 
	13.04	 	Cheval Lutz Self Storage	 	 	 	 	CREFI	 	 	 	 
	13.05	 	Waterford Lakes Orlando Self Storage	 	 	 	 	CREFI	 	 	 	 
	13.06	 	Lockwood Sarasota Self Storage	 	 	 	 	CREFI	 	 	 	 
	14	 	2 MacArthur	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	15	(2)	The Centre	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	16	 	Vie Portfolio	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	16.01	 	University Downs	 	 	 	 	JPMCB	 	 	 	 
	16.02	 	Ella Lofts	 	 	 	 	JPMCB	 	 	 	 
	16.03	 	University View	 	 	 	 	JPMCB	 	 	 	 
	16.04	 	Colonie	 	 	 	 	JPMCB	 	 	 	 
	16.05	 	Hillcrest Oakwood	 	 	 	 	JPMCB	 	 	 	 
	16.06	 	Southgate	 	 	 	 	JPMCB	 	 	 	 
	17	 	ICON Upper East Side Portfolio	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	17.01	 	244 East 78th Street	 	 	 	 	JPMCB	 	 	 	 
	17.02	 	332 East 71st Street	 	 	 	 	JPMCB	 	 	 	 
	17.03	 	323 East 78th Street	 	 	 	 	JPMCB	 	 	 	 
	17.04	 	513 East 82nd Street	 	 	 	 	JPMCB	 	 	 	 
	17.05	 	502 East 73rd Street	 	 	 	 	JPMCB	 	 	 	 
	17.06	 	1556 Second Avenue	 	 	 	 	JPMCB	 	 	 	 
	17.07	 	344 East 55th Street	 	 	 	 	JPMCB	 	 	 	 
	17.08	 	228 East 84th Street	 	 	 	 	JPMCB	 	 	 	 
	17.09	 	419 East 82nd Street	 	 	 	 	JPMCB	 	 	 	 
	17.10	 	340 East 81st Street	 	 	 	 	JPMCB	 	 	 	 
	17.11	 	338 East 55th Street	 	 	 	 	JPMCB	 	 	 	 
	17.12	 	409 East 81st Street	 	 	 	 	JPMCB	 	 	 	 
	17.13	 	322 East 74th Street	 	 	 	 	JPMCB	 	 	 	 
	17.14	 	443 East 78th Street	 	 	 	 	JPMCB	 	 	 	 
	17.15	 	340 East 55th Street	 	 	 	 	JPMCB	 	 	 	 
	17.16	 	407 East 81st Street	 	 	 	 	JPMCB	 	 	 	 
	17.17	 	340 East 61st Street	 	 	 	 	JPMCB	 	 	 	 
	17.18	 	242 East 75th Street	 	 	 	 	JPMCB	 	 	 	 
	17.19	 	342 East 76th Street	 	 	 	 	JPMCB	 	 	 	 
	18	 	Marriott Morgantown Waterfront	0.00125%	0.00000%	0.03000%	NAP	CREFI	No	No	 	 
	19	 	Crystal Falls	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	20	 	Oakbrook Terrace	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	21	 	Winsor Ranch Shopping Center	0.00125%	0.00000%	0.04000%	NAP	GACC	No	No	 	 
	22	 	Village of Martinsville	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	23	 	SWVP Portfolio	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	23.01	 	InterContinental	 	 	 	 	JPMCB	 	 	 	 
	23.02	 	DoubleTree Sunrise	 	 	 	 	JPMCB	 	 	 	 
	23.03	 	DoubleTree Charlotte	 	 	 	 	JPMCB	 	 	 	 
	23.04	 	DoubleTree RTP	 	 	 	 	JPMCB	 	 	 	 
	24	 	Mercy Medical Office Building	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	25	 	Dollar General Portfolio II 	0.00125%	0.00125%	NAP	NAP	GACC	No	Yes	6/6/2033	 
	25.01	 	Iron Mountain	 	 	 	 	GACC	 	 	 	 
	25.02	 	Deerwood	 	 	 	 	GACC	 	 	 	 
	25.03	 	Rose City	 	 	 	 	GACC	 	 	 	 
	25.04	 	Roscommon	 	 	 	 	GACC	 	 	 	 
	25.05	 	Bigfork	 	 	 	 	GACC	 	 	 	 
	25.06	 	Brimfield	 	 	 	 	GACC	 	 	 	 
	25.07	 	Whittemore	 	 	 	 	GACC	 	 	 	 
	25.08	 	Frederic	 	 	 	 	GACC	 	 	 	 
	25.09	 	Lenox	 	 	 	 	GACC	 	 	 	 
	25.10	 	Paullina	 	 	 	 	GACC	 	 	 	 
	25.11	 	Adair	 	 	 	 	GACC	 	 	 	 
	25.12	 	Akron	 	 	 	 	GACC	 	 	 	 
	25.13	 	New Harmony	 	 	 	 	GACC	 	 	 	 
	25.14	 	Table Grove	 	 	 	 	GACC	 	 	 	 
	25.15	 	Griswold	 	 	 	 	GACC	 	 	 	 
	25.16	 	Neosho	 	 	 	 	GACC	 	 	 	 
	25.17	 	Sidney	 	 	 	 	GACC	 	 	 	 
	26	 	Michigan Self Storage Portfolio	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	26.01	 	Compass Self Storage Jackson	 	 	 	 	CREFI	 	 	 	 
	26.02	 	Compass Self Storage Flat Rock	 	 	 	 	CREFI	 	 	 	 
	26.03	 	Storage Pros Lansing	 	 	 	 	CREFI	 	 	 	 
	27	 	Calexico Industrial	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	28	 	Shoppes at Cresthaven	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	29	 	Hampton Inn Denver Airport	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	30	 	Lakeside Plaza	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	31	 	Pegasus Landing	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	32	 	Springhill Suites Chesapeake	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	33	 	Jurupa Royale Apartments	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	34	 	Greenleaf at Howell	0.00125%	0.00000%	NAP	0.00125%	JPMCB	No	No	 	 
	35	 	Corporate Ridge I	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	36	 	Franklin Plaza	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	37	 	New York Life Building	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	38	 	Hampton Inn Terre Haute	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	39	 	Causeway Center	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	40	 	Targhee Place	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	41	 	Houston Building	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	42	 	Irvington Plaza	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	43	 	Oak Tree Place	0.00125%	0.00125%	NAP	NAP	GACC	No	No	 	 
	44	 	CVS Plymouth, MN	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	45	 	Creekside Terrace	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	 	 
	46	 	Walgreens Stockton	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 
	47	 	359 South La Brea	0.00125%	0.00125%	NAP	NAP	JPMCB	No	No	 	 




      


     


    

 


BMARK 2019-B12 Mortgage Loan Schedule


 


	 	 	 	 	 	 	Serviced Companion Loan	 	Serviced Companion Loan	 
	 	 	 	 	 	 	Remaining	Serviced Companion Loan	Remaining	Serviced Companion Loan
	Loan	 	 	Serviced Companion Loan	Serviced Companion Loan	Serviced Companion Loan	Term To	Maturity	Amortization Term	Servicing
	Number	Footnotes	Property Name	Flag	Cut-Off Date Balance ($)	Interest Rate	Maturity / ARD	Date / ARD	(Mos.)	Fee Rate (%)
	1	 	30 Hudson Yards	 	 	 	 	 	 	 
	2	(1)	Woodlands Mall	Yes	348,800,000.00	4.25600%	120	8/1/2029	0	0.00125%
	3	 	The Zappettini Portfolio	Yes	           55,000,000.00 	4.30000%	58	6/6/2024	0	0.00125%
	3.01	 	1350 West Middlefield	 	 	 	 	 	 	 
	3.02	 	1212 Terra Bella	 	 	 	 	 	 	 
	3.03	 	850 - 900 North Shoreline	 	 	 	 	 	 	 
	3.04	 	1277 Terra Bella	 	 	 	 	 	 	 
	3.05	 	1215 Terra Bella	 	 	 	 	 	 	 
	3.06	 	1340 West Middlefield	 	 	 	 	 	 	 
	3.07	 	1255 Terra Bella	 	 	 	 	 	 	 
	3.08	 	1305 Terra Bella	 	 	 	 	 	 	 
	3.09	 	1330 West Middlefield	 	 	 	 	 	 	 
	3.10	 	1245 Terra Bella	 	 	 	 	 	 	 
	4	 	Montalvo Square	 	 	 	 	 	 	 
	5	 	Chemours HQ	 	 	 	 	 	 	 
	6	 	Osborn Triangle	 	 	 	 	 	 	 
	6.01	 	610 Main Street North	 	 	 	 	 	 	 
	6.02	 	1 Portland Street	 	 	 	 	 	 	 
	6.03	 	700 Main Street	 	 	 	 	 	 	 
	7	 	10000 Santa Monica Boulevard	 	 	 	 	 	 	 
	8	 	3 Columbus Circle	 	 	 	 	 	 	 
	9	 	250 Livingston	 	 	 	 	 	 	 
	10	 	Grand Canal Shoppes	 	 	 	 	 	 	 
	11	 	CIRE Equity Retail & Industrial Portfolio	Yes	           78,600,000.00 	4.13900%	118	6/6/2029	0	0.00895%
	11.01	 	Wood Village Town Center	 	 	 	 	 	 	 
	11.02	 	Pecan Promenade	 	 	 	 	 	 	 
	11.03	 	Valley Plaza	 	 	 	 	 	 	 
	11.04	 	Pear Tree	 	 	 	 	 	 	 
	11.05	 	Glendale Market Square	 	 	 	 	 	 	 
	11.06	 	Central Park Shopping Center	 	 	 	 	 	 	 
	11.07	 	Val Vista Towne Center	 	 	 	 	 	 	 
	11.08	 	2641 Hall Ave - Riverside, CA	 	 	 	 	 	 	 
	11.09	 	606 W Troy - Indianapolis, IN	 	 	 	 	 	 	 
	11.10	 	Homeland - Bartow, FL	 	 	 	 	 	 	 
	11.11	 	2621 Hall Ave - Riverside, CA	 	 	 	 	 	 	 
	12	 	Waterfront Plaza	 	 	 	 	 	 	 
	13	 	Compass Self Storage Florida Portfolio	 	 	 	 	 	 	 
	13.01	 	University Parkway Sarasota Self Storage	 	 	 	 	 	 	 
	13.02	 	Meadow Woods Orlando Self Storage	 	 	 	 	 	 	 
	13.03	 	Cortez Bradenton Self Storage	 	 	 	 	 	 	 
	13.04	 	Cheval Lutz Self Storage	 	 	 	 	 	 	 
	13.05	 	Waterford Lakes Orlando Self Storage	 	 	 	 	 	 	 
	13.06	 	Lockwood Sarasota Self Storage	 	 	 	 	 	 	 
	14	 	2 MacArthur	Yes	20,000,000.00	3.57000%	59	7/6/2024	0	0.00125%
	15	(2)	The Centre	Yes	100,000,000.00	4.48000%	59	7/6/2024	0	0.00125%
	16	 	Vie Portfolio	 	 	 	 	 	 	 
	16.01	 	University Downs	 	 	 	 	 	 	 
	16.02	 	Ella Lofts	 	 	 	 	 	 	 
	16.03	 	University View	 	 	 	 	 	 	 
	16.04	 	Colonie	 	 	 	 	 	 	 
	16.05	 	Hillcrest Oakwood	 	 	 	 	 	 	 
	16.06	 	Southgate	 	 	 	 	 	 	 
	17	 	ICON Upper East Side Portfolio	 	 	 	 	 	 	 
	17.01	 	244 East 78th Street	 	 	 	 	 	 	 
	17.02	 	332 East 71st Street	 	 	 	 	 	 	 
	17.03	 	323 East 78th Street	 	 	 	 	 	 	 
	17.04	 	513 East 82nd Street	 	 	 	 	 	 	 
	17.05	 	502 East 73rd Street	 	 	 	 	 	 	 
	17.06	 	1556 Second Avenue	 	 	 	 	 	 	 
	17.07	 	344 East 55th Street	 	 	 	 	 	 	 
	17.08	 	228 East 84th Street	 	 	 	 	 	 	 
	17.09	 	419 East 82nd Street	 	 	 	 	 	 	 
	17.10	 	340 East 81st Street	 	 	 	 	 	 	 
	17.11	 	338 East 55th Street	 	 	 	 	 	 	 
	17.12	 	409 East 81st Street	 	 	 	 	 	 	 
	17.13	 	322 East 74th Street	 	 	 	 	 	 	 
	17.14	 	443 East 78th Street	 	 	 	 	 	 	 
	17.15	 	340 East 55th Street	 	 	 	 	 	 	 
	17.16	 	407 East 81st Street	 	 	 	 	 	 	 
	17.17	 	340 East 61st Street	 	 	 	 	 	 	 
	17.18	 	242 East 75th Street	 	 	 	 	 	 	 
	17.19	 	342 East 76th Street	 	 	 	 	 	 	 
	18	 	Marriott Morgantown Waterfront	 	 	 	 	 	 	 
	19	 	Crystal Falls	 	 	 	 	 	 	 
	20	 	Oakbrook Terrace	 	 	 	 	 	 	 
	21	 	Winsor Ranch Shopping Center	 	 	 	 	 	 	 
	22	 	Village of Martinsville	 	 	 	 	 	 	 
	23	 	SWVP Portfolio	 	 	 	 	 	 	 
	23.01	 	InterContinental	 	 	 	 	 	 	 
	23.02	 	DoubleTree Sunrise	 	 	 	 	 	 	 
	23.03	 	DoubleTree Charlotte	 	 	 	 	 	 	 
	23.04	 	DoubleTree RTP	 	 	 	 	 	 	 
	24	 	Mercy Medical Office Building	 	 	 	 	 	 	 
	25	 	Dollar General Portfolio II 	 	 	 	 	 	 	 
	25.01	 	Iron Mountain	 	 	 	 	 	 	 
	25.02	 	Deerwood	 	 	 	 	 	 	 
	25.03	 	Rose City	 	 	 	 	 	 	 
	25.04	 	Roscommon	 	 	 	 	 	 	 
	25.05	 	Bigfork	 	 	 	 	 	 	 
	25.06	 	Brimfield	 	 	 	 	 	 	 
	25.07	 	Whittemore	 	 	 	 	 	 	 
	25.08	 	Frederic	 	 	 	 	 	 	 
	25.09	 	Lenox	 	 	 	 	 	 	 
	25.10	 	Paullina	 	 	 	 	 	 	 
	25.11	 	Adair	 	 	 	 	 	 	 
	25.12	 	Akron	 	 	 	 	 	 	 
	25.13	 	New Harmony	 	 	 	 	 	 	 
	25.14	 	Table Grove	 	 	 	 	 	 	 
	25.15	 	Griswold	 	 	 	 	 	 	 
	25.16	 	Neosho	 	 	 	 	 	 	 
	25.17	 	Sidney	 	 	 	 	 	 	 
	26	 	Michigan Self Storage Portfolio	 	 	 	 	 	 	 
	26.01	 	Compass Self Storage Jackson	 	 	 	 	 	 	 
	26.02	 	Compass Self Storage Flat Rock	 	 	 	 	 	 	 
	26.03	 	Storage Pros Lansing	 	 	 	 	 	 	 
	27	 	Calexico Industrial	 	 	 	 	 	 	 
	28	 	Shoppes at Cresthaven	 	 	 	 	 	 	 
	29	 	Hampton Inn Denver Airport	 	 	 	 	 	 	 
	30	 	Lakeside Plaza	 	 	 	 	 	 	 
	31	 	Pegasus Landing	 	 	 	 	 	 	 
	32	 	Springhill Suites Chesapeake	 	 	 	 	 	 	 
	33	 	Jurupa Royale Apartments	 	 	 	 	 	 	 
	34	 	Greenleaf at Howell	 	 	 	 	 	 	 
	35	 	Corporate Ridge I	 	 	 	 	 	 	 
	36	 	Franklin Plaza	 	 	 	 	 	 	 
	37	 	New York Life Building	 	 	 	 	 	 	 
	38	 	Hampton Inn Terre Haute	 	 	 	 	 	 	 
	39	 	Causeway Center	 	 	 	 	 	 	 
	40	 	Targhee Place	 	 	 	 	 	 	 
	41	 	Houston Building	 	 	 	 	 	 	 
	42	 	Irvington Plaza	 	 	 	 	 	 	 
	43	 	Oak Tree Place	 	 	 	 	 	 	 
	44	 	CVS Plymouth, MN	 	 	 	 	 	 	 
	45	 	Creekside Terrace	 	 	 	 	 	 	 
	46	 	Walgreens Stockton	 	 	 	 	 	 	 
	47	 	359 South La Brea	 	 	 	 	 	 	 




 


		(1)	The Cut-Off Date Balance of $76,200,000 consists of three senior pari passu promissory notes designated as Notes A-1-1,
                                                           A-5 and A-7 in the original aggregate principal amount of $76,200,000 which evidence the Woodlands Mall Mortgage Loan and
                                                           will be contributed to the Trust on the Closing Date by GACC pursuant to the GACC Mortgage Loan Purchase Agreement. The
                                                           Serviced Companion Loan Cut-Off Date Balance of $348,800,000 consists of (a) a subordinate promissory note designated as Note
                                                           B in the original principal amount of $177,400,000 which evidences the Woodlands Mall Trust Subordinate Companion Loan and
                                                           will be contributed to the Trust on the Closing Date by GACC pursuant to the GACC Mortgage Loan Purchase Agreement, and (b)
                                                           five senior pari passu promissory notes designated as Notes A-1-2, A-2, A-3, A-4 and A-6 in the original aggregate principal
                                                           amount of $171,400,000 which evidence the Woodlands Mall Pari Passu Companion Loans and are not included in the Trust. The
                                                           Woodlands Mall Loan Combination is comprised of eight senior pari passu promissory notes (Notes A-1-1, A-5, A-7, A-1-2, A-2,
                                                           A-3, A-4 and A-6) in the original aggregate principal amount of $247,600,000 which accrue interest at 4.256% per annum, and
                                                           one subordinate promissory note (Note B-1) in the original principal amount of $177,400,000 which accrues interest at 4.256%
                                                           per annum. The Woodlands Mall Loan Combination as a whole accrues interest at 4.256% per annum. The Woodlands Mall Trust
                                                           Subordinate Companion Loan (with a Cut-Off Date Balance of $177,400,000) will be held by the Trust and will solely back the
                                                           Woodlands Mall Loan-Specific Certificates (and will not be part of the pool of Mortgage Loans backing the Pooled
                                                           Certificates). The Servicing Fee Rate with respect to the Woodlands Mall Trust Subordinate Companion Loan is 0.00250% per
                                                           annum (0.00125% per annum for master servicer and 0.00125% per annum for primary servicer). The Servicing Fee Rate with respect to each Woodlands Mall Pari Passu Companion Loan is 0.00125% per annum.



 


		(2)	The Cut-Off Date Balance of $30,000,000 consists of one senior pari passu promissory note designated as Note A-1 in the
                                                           original principal amount of $30,000,000 which evidences The Centre Mortgage Loan and will be contributed to the Trust on the
                                                           Closing Date by CREFI pursuant to the CREFI Mortgage Loan Purchase Agreement. The Serviced Companion Loan Cut-Off Date
                                                           Balance of $100,000,000 consists of (a) a subordinate promissory note designated as Note B-1 in the original principal amount
                                                           of $70,000,000 which evidences The Centre Trust Subordinate Companion Loan and will be contributed to the Trust on the
                                                           Closing Date by CREFI pursuant to the CREFI Mortgage Loan Purchase Agreement, and (b) two senior pari passu promissory notes
                                                           designated as Notes A-2-1 and A-2-2 in the original aggregate principal amount of $30,000,000 which evidence The Centre Pari
                                                           Passu Companion Loans and are not included in the Trust. The Centre Loan Combination is comprised of three senior pari passu
                                                           notes (Notes A-1, A-2-1 and A-2-2) in the original aggregate principal amount of $60,000,000 which accrue interest at
                                                           5.68166666666667% per annum, and one subordinate note (Note B-1) in the original principal amount of $70,000,0000 which
                                                           accrues interest at 3.45% per annum. The Centre Loan Combination as a whole accrues interest at 4.48% per annum. The Centre
                                                           Trust Subordinate Companion Loan (with a Cut-Off Date Balance of $70,000,000) will be held by the Trust and will solely back
                                                           the Centre Loan-Specific Certificates (and will not be part of the pool of Mortgage Loans backing the Pooled Certificates).
                                                           The Servicing Fee Rate with respect to The Centre Trust Subordinate Companion Loan is 0.00250% per annum  (0.00125% per annum for master servicer and 0.00125% per annum for primary servicer). The Servicing Fee
                                                           Rate with respect to each The Centre Pari Passu Companion Loan is 0.00125% per annum.



 




      


     


    





 


EXHIBIT
C


 


FORM
OF REQUEST FOR RELEASE

(for Certificate Administrator)










 







 


Loan
Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________



 





	Certificate Administrator: Citibank,
    N.A.
	Address:	388 Greenwich Street
	 	New York, New York 10013
	 	Attention: Global Transaction Services –
    Benchmark 2019-B12





 


Custodian
Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


	Certificates:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__]



 


The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Citibank,
N.A., as Certificate Administrator, for the Holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B12, 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 August 1, 2019
(the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer,
Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee.


 


(  )       Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )     Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State
of _________________ in book/reel/docket ___________ of official records at page/image ________.


 






     C-1


     


    

 


(  )       Deed
of trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 


(  )       Assignment
of Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s
Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(  )       Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


		(  )	 	 



 





		(  )	 	 


 





		(  )	 	 


 





		(  )	 	 


  


The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as
follows:


 


(i)                   The
[Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)                 
The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor
shall the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof.


 


(iii)                
The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate
Administrator when the need therefor no longer exists, unless the [Mortgage Loan][Trust Subordinate Companion Loan] relating to
the Documents has been liquidated and the proceeds thereof have been remitted to the Collection Account and except as expressly
provided in the Agreement.


 


(iv)                
The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the
Trustee, and the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and
any proceeds separate and distinct from all other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside
Special Servicer]’s possession, custody or control.


 



     C-2


     


    




 





	 	[MASTER
    SERVICER/SPECIAL SERVICER]
	 	 	[OUTSIDE
    SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	Dated:	 	 







 







     C-3


     


    

 


EXHIBIT
D



FORM OF DISTRIBUTION DATE STATEMENT


 




     D-1


     


    
 


	 	 	 
	Distribution Date:

    Determination Date:	

    

    	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 	 	 	 	 	 	 	 
	 	 	 	Mortgage
    Loan Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency
    Loan Detail	13	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Appraisal
    Reduction Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan
    Modification Detail	17	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Specially
    Serviced Loan Detail	19	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 



 



    
	 	 	 
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	Distribution Date:

    Determination Date:	







Reconciliation 



Detail	




	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee Fee / Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled Principal	 	 	 	 	Workout Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Additional Trust
    Fund Expenses	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased Principal	 	 	 	 	Additional Servicing Fee	 	 	 
	 	Substitution Principal	 	 	 	 	Total Additional Fees, Expenses, etc.:	 	 	 
	 	Other Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Interest Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal Distribution	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Yield Maintenance
    Charges Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Prepayment Premiums
    Distribution	 	 	 
	 	Other Charges	 	 	 	 	Total Distribution
    to Certificateholders:	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Total Funds Allocated	 	 	 
	 	Total Funds Available	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



    
	 	 	 
	Reports Available at sf.citidirect.com	Page 6 of 24	




     


    


 


	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail


 


	Ending
    Scheduled Balance	 	 	 	State
	

    Ending Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
	Reports Available at sf.citidirect.com	Page 7 of 24	




     


    




	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail





	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 8 of 24	




     


    



	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 9 of 24	




     


    



	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 10 of 24	




     


    
	 	 	 
	Distribution Date:		
	Determination Date:	
	 	


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	



NOI
Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 








    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Delinquency
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


 


 






    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Delinquency Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 14 of 24	




     


    

   



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Appraisal
    Reduction Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 15 of 24	




     


    




  



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	 	 	There
    is no historical Appraisal Reduction activity.	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 






 






    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Loan
    Modification Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 





 



    
	 	 	 
	Reports Available at sf.citidirect.com	Page 17 of 24	




     


    




  



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Loan Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	There
    is no historical Loan Modification activity.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 18 of 24	




     


    

 



	Distribution Date:		
	Determination Date:	

    


     Specially Serviced Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 








    
	 	 	 
	Reports Available at sf.citidirect.com	Page 19 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	

    


    Historical Specially Serviced
    Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

    There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 20 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	

    


    Unscheduled Principal
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	There
    is no unscheduled principal activity for the current distribution period.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 21 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	

    


    Historical Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penality	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals   	 	There
    is no historical unscheduled principal activity.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 22 of 24	




     


    




	Distribution Date:		
	Determination Date:	

    


    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 23 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	


                                                    
 Historical Liquidated Loan Detail



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net 

Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
	Reports Available at sf.citidirect.com	Page 24 of 24	




     


    

 


 


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


 






*
       Select appropriate depository. 






     E-1


     


    

 


[(2)
    at the time the buy order was originated, the transferee was outside the United States or the Transferor
and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;]**


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	 	[Insert
    Name of Transferor]
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	Citigroup
    Commercial Mortgage Securities Inc.	 	 




 





 






**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 










     E-2


     


    

 


EXHIBIT
F


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,

           as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of
1933, as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 






     F-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States,] *


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable,


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	 	[Insert
    Name of Transferor]
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	Citigroup
    Commercial Mortgage Securities Inc.	 	



 





 






*
        Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S. 


**
      Select (i) or (ii), as applicable.













 




     F-2


     


    

 


EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


 as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in
the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer”


 





 









*
  Select appropriate depository.


  






     G-1


     


    

 


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.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	 	[Insert
    Name of Transferor]
	 	 	 	 
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	Citigroup
    Commercial Mortgage Securities Inc.	 	



 




     G-2


     


    

 


EXHIBIT
H


 


FORM
OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


 as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is an institution that is not
a “U.S. person” as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 









*
   Select, as applicable.


 






     H-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	Dated:	 	 
	 	By:	
	 	 	as,
                                         or as agent for, the holder of a beneficial interest in the Certificates to which this
                                         certificate relates.














  




     H-2


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,

 as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 





 









* 
  Select appropriate depository.


  






     I-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;] **


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	 	[Insert
    Name of Transferor]
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	Citigroup
    Commercial Mortgage Securities Inc.	 	


 


 









**   
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  




     I-2


     


    

 


EXHIBIT
J


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


 as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 






     J-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]*


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;] *


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	 	[Insert
    Name of Transferor]
	 	 	 	 
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	Citigroup
    Commercial Mortgage Securities Inc.	 	


 


 









*   
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  




     J-2


     


    

 


EXHIBIT
K


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,

          as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A,
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 






     K-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	 	[Insert
    Name of Transferor]
	 	 	 	 
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Dated:	 	 	 	 
	 	 	 	 
	cc:	Citigroup
    Commercial Mortgage Securities Inc.	 	


 







     K-2


     


    

 


EXHIBIT
L-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Citibank,
N.A.,


 as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


[Transferor]





[______] 


[______]





Attention:
[______]


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
                                         Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as
                                         Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee. 



  


	STATE
    OF	)	 
	 	)	ss.:
	COUNTY
    OF	)	 










 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”)


 






     L-1-1


     


    

 


designated
as the “Lower-Tier REMIC”, “Upper-Tier REMIC”, “Woodlands Mall REMIC”
and “Centre REMIC”, respectively, relating to the Certificates for which an election is to be or has been made
under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, a State or any political subdivision of a State, any possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either
of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate
Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause any Trust REMIC to be subject
to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”,
“State” and “international organization” shall have the meanings set forth in Section 7701
of the Code.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


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


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 






     L-1-2


     


    

 


7.         The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


8.         Check
the applicable paragraph:


 


☐        The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)        the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code (as in effect for tax years beginning on or before
December 31, 2017) may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been
subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable
income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount
rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Purchaser.


 


☐        The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)        the
Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)      the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)      the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing


 






     L-1-3


     


    

 


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 it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit
and agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as
an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents (a) to the designation of the Certificate Administrator as the “partnership representative” within
the meaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant
to Section 4.04(a) of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed
to avoid (i) the application of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on the holders of the Class
R Certificates.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 




     L-1-4


     


    

 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 


	 	 	NOTARY
    PUBLIC in and for the State of_________________
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 
	 	 	 













     L-1-5


     


    

 


EXHIBIT
L-2A


 


FORM
OF TRANSFEROR LETTER for transfer of class r certificates


 


[Date]


 


Citibank,
N.A.,


 as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class R 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors,
LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee (as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in clause (9) of such Transfer Affidavit and Agreement are false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant


 






     L-2A-1


     


    

 


evidence
to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands
that the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor
may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very
    truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 







     L-2A-2


     


    

 


EXHIBIT
L-2B


 


FORM
OF TRANSFEROR LETTER FOR TRANSFER OF NON-BOOK ENTRY CERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)


 


[Date]


 


Citibank,
N.A.,


 as
Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12,
                                         Class [__] 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of [$[______] aggregate [principal balance][notional amount]][[__]% Percentage Interest] of the
Class [___] Certificates (the “Transferred Certificate”) which are held in the form of [a beneficial interest
in the [Rule 144A][Regulation S] Global Certificate][Non-Book Entry Certificate] of such Class (CUSIP No. [______]). The
Transferor has requested a transfer of such [beneficial interest][Non-Book Entry Certificate] for a Non-Book Entry Certificate
of such Class (CUSIP No. [______]). The Certificates, including the Transferred Certificate, were issued pursuant to the Pooling
and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real
Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


 


(1)       The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with


 






     L-2B-1


     


    

 


any
person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of any Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of any Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration
or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act or any state securities laws.


 





	 	Very
    truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







     L-2B-2


     


    

 


EXHIBIT
L-3


 


FORM
OF TRANSFEREE LETTER


 


[Date]


 


	Citibank,
                                         N.A.,

                                                                                 as
                                         Certificate Registrar

                                         480 Washington Boulevard, 30th Floor
 Jersey City, New Jersey 07310
 Attention:  Securities
                                         Window
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com 

         

	Citibank,
                                         N.A.,

        

        as
        Certificate Administrator

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B12
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

        

	 	 
	Wilmington
                                         Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

         



[Transferor]





[______]





[______]





Attention:
[______]


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional
amount]] [_____% Percentage Interest] of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B12, Class [_], CUSIP No. [____], in certificated fully registered form (such registered interest, the “Certificate”),
issued pursuant to that certain Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial


 






     L-3-1


     


    

 


Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors,
LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


[FOR
TRANSFERS OF CLASS F-RR, CLASS G-RR, CLASS J-RR, WM-C, TC-C, TC-D, TC-E OR CLASS TCRR Certificates:
In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) either (i) is not
and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”)
or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg.
Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of
any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, or (ii) (1) is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or an interest therein is an “insurance company general
account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined
in Section 3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent, similar to
the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”)
or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental plan or other
plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute or otherwise
result in a non-exempt violation of Similar Law.]


 


[FOR
TRANSFERS OF CLASS VRR OR WMRR CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to
you that (A) either (i) the Purchaser is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit
plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting
on behalf of any such Plan or using assets of any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101,
or (ii) (1) the Certificate is acquired by the Purchaser through Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. or J.P. Morgan Securities LLC, (2) the Purchaser is an insurance company, (3) the source of funds used to acquire or hold
the Certificate or an interest therein is an “insurance company general account,” as such term is defined in Prohibited
Transaction Class Exemption (“PTCE”) 95-60 and (4) the conditions in Sections I and III of PTCE 95-60 have
been satisfied and (B) the Purchaser is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) or other
plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited
transaction provisions of ERISA or Code Section 4975


 






     L-3-2


     


    

 


(“Similar
Law”) or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental
plan or other plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute
or otherwise result in a non-exempt violation of Similar Law.]


 


[FOR
TRANSFERS OF CLASS R or class s CERTIFICATES: In connection with such transfer,
the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or
other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”,
and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the
assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42)
of ERISA (including an insurance company that is using the assets of separate accounts or general accounts which include assets
of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf
of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to
any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction
provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental
plan or other plan or using the assets of such governmental plan to acquire the Certificate.]


 


[FOR
TRANSFERS OF CLASS R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 


[FOR
TRANSFERS OF CLASS S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that
qualifies as an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended, or an entity in which all of the equity owners qualify as “accredited investors”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 




     L-3-3


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this Representation Letter on the ___ day of _____, ____.


 





	 	Very
    truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







     L-3-4


     


    



 


EXHIBIT
L-4


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


	Citibank,
                                         N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         

	Citibank,
                                         N.A.,

        

        as
        Certificate Administrator

        

        388
        Greenwich Street

        

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         

        

	Wilmington
                                         Trust, National Association,

        

        as
        Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        



 


		Re:	Benchmark
                                                                                                                                                                                                                                    2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, Class [__] (the “Class [__]
                                                                                                                                                                                                                                    Certificates”) 	 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, on behalf of the holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B12 (the “Certificates”), in connection with the transfer by [ ] (the “Seller”)
to the undersigned (the “Purchaser”) of [$______ aggregate [principal balance] [notional amount] of


 






    L-4-1


    


    

 


Class [___]
Certificates] [a Class [___] Certificate representing a ___% Percentage Interest in the related Class], in certificated fully
registered form (such registered interest, the “Transferred Certificate”). Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          Check
one of the following:1


 


☐     
   The Purchaser is an “institutional accredited investor” (an “Institutional Accredited
Investor”) (i.e. an entity meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2),
(3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”)), and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Transferred Certificate, and the Purchaser and any accounts for which the Purchaser
is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Transferred
Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to
each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for
any costs incurred by it in connection with this transfer.


 


☐ 
       The Purchaser is a “qualified institutional buyer” (a “QIB”)
within the meaning of Rule 144A (“Rule 144A”) under the Securities Act, and has completed one of the forms
of certification to that effect attached hereto as Annex 1 and Annex 2. The Purchaser is acquiring the Transferred Certificate
for its own account, or for the account of another QIB. The Purchaser is aware that the transfer is being made in reliance on
Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i)
of Rule 144A. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


2.          The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS
OF ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (B) the receipt by the Certificate Registrar of an
opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act, (C) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable
state and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer.] It understands that the Transferred 


 





 



 


1
Any Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate.


 






    L-4-2


    


    

 


Certificate (and any subsequent Non-Book Entry Certificate) has
not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.


 


3.      
   The Purchaser acknowledges that the Transferred Certificate (and any Certificate issued on transfer or exchange
thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other
jurisdiction, and that the Transferred Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is
registered or qualified thereunder or unless an exemption from such registration or qualification is available.


 


4.      
   The
Purchaser has reviewed the applicable Offering Circular dated July 19, 2019, relating to the [Private Certificates][Woodlands
Mall Loan-Specific Certificates][Centre Loan-Specific Certificates] (the “Offering Circular”) and the agreements
and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms
and conditions of the transactions contemplated by the Offering Circular.


 


5.      
   The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


 


6.      
   The
Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.      
   Check
one of the following:


 


☐     
   The Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service
(“IRS”) Form W-9 (or successor form).


 


☐      
  The Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on
the Transferred Certificate(s). The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as
applicable (or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and
states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate
attachment) or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the
beneficial owner of the Transferred Certificate(s) and state that interest and original issue discount on the Transferred
Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide
to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the
case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the
occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate
Administrator.


 






    L-4-3


    


    

 


For
the purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to
be treated as U.S. Tax Persons).


 


Please
make all payments due on the Transferred Certificates:**


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 





	 	Account
number:	 	 



 




	 	Institution:	 	 




 


 


(b)       by
mailing a check or draft to the following address:


 





	 	 	 



 







	 	 	 




 





	 	 	 



  


The
Class [__] Certificates registered in the name of the Purchaser should be delivered to a representative of:


 


	 	 	 



 





	 	 	 



 





	 	 	 





 


The
mailing address of the Purchaser is:


 


	 	 	 



 





	 	 	 



 





	 	 	 



 





 



 


**       Please
select (a) or (b).


  




    L-4-4


    


    

 








	 	Very
truly yours,
	 	 	 
	 	[Insert
Name of Purchaser]



	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:
________________, 20__


 




    L-4-5


    


    

 


ANNEX
1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the
“Transferred Certificate”) as described in the Investment Representation Letter to which this certification
relates and to which this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $______________________2
in securities (other than the excluded securities referred to below) as of [specific date since the close of the
Purchaser’s most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated
in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


		___	Corporation,
                                         etc. The Purchaser is a corporation (other than a bank, savings and loan association
                                         or similar institution), Massachusetts or similar business trust, partnership, or any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                         amended.



 


		___	Bank.
                                         The Purchaser (a) is a national bank or a banking institution organized under the laws
                                         of any State, U.S. territory or the District of Columbia, the business of which is substantially
                                         confined to banking and is supervised by the State or territorial banking commission
                                         or similar official or is a foreign bank or equivalent institution, and (b) has an audited
                                         net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
                                         a copy of which is attached hereto, as of a date not more than 16 months preceding the
                                         date of sale of the Transferred Certificate in the case of a U.S. bank, and not more
                                         than 18 months preceding such date of sale for a foreign bank or equivalent institution.



 


		___	Savings
                                         and Loan. The Purchaser (a) is a savings and loan association, building and loan
                                         association, cooperative bank, homestead association or similar institution, which is
                                         supervised and examined by a State or Federal authority having supervision over any such
                                         institutions or is a foreign savings and loan association or equivalent institution and
                                         (b) has an 



 





 



 


			2     Purchaser
                                         must own and/or invest on a discretionary basis at least $100,000,000 in securities unless
                                         Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary
                                         basis at least $10,000,000 in securities.



   






    Annex-1-1


    


    

 


		 	audited net worth of at least $25,000,000 as demonstrated in its latest annual
                                         financial statements, a copy of which is attached hereto, as of a date not more than
                                         16 months preceding the date of sale of the Transferred Certificate in the case of a
                                         U.S. savings and loan association, and not more than 18 months preceding such date of
                                         sale for a foreign savings and loan association or equivalent institution.



 


		___	Broker-dealer.
                                         The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934, as amended.



 


		___	Insurance
                                         Company. The Purchaser is an insurance company whose primary and predominant business
                                         activity is the writing of insurance or the reinsuring of risks underwritten by insurance
                                         companies and which is subject to supervision by the insurance commissioner or a similar
                                         official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State
                                         or Local Plan. The Purchaser is a plan established and maintained by a State, its
                                         political subdivisions, or any agency or instrumentality of the State or its political
                                         subdivisions, for the benefit of its employees.



 


		___	ERISA
                                         Plan. The Purchaser is an employee benefit plan within the meaning of Title I of
                                         the Employee Retirement Income Security Act of 1974, as amended.



 


		___	Investment
                                         Advisor. The Purchaser is an investment advisor registered under the Investment Advisers
                                         Act of 1940, as amended.



 


		___	Other.
                                         (Please supply a brief description of the entity and a cross-reference to the paragraph
                                         and subparagraph under subsection (a) (1) of Rule 144A pursuant to which it qualifies.
                                         Note that registered investment companies should complete Annex 2 rather than this Annex
                                         1.)



 





	 	 	 






 


	 	 	 









 


	 	 	 









 


3.      
     The term “securities” as used herein does not include (i) securities of issuers that are
affiliated with the Purchaser, (ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if
the Purchaser is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity
swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the
Purchaser, the Purchaser did not include any of the securities referred to in this paragraph.


 






    Annex-1-2


    


    

 


4.      
     For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may
have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is
a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.


 


5.      
     The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.


 


	 	 	 	 	 	Will the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account
	 	Yes	 	No	 	 






 


6.      
     If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.      
     The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.      
     Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


 





	 	 
	 	Print Name of Purchaser
	 	 	 






	 	By:	 






	 	Name:	 






	 	Title:	 









	 	Date:	 






 




    Annex-1-3


    


    

 


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers that are Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred
Certificate”) as described in the Investment Representation Letter to which this certification relates and to which
this certification is an Annex:


 


1.      
     As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment
adviser (the “Adviser”).


 


2.      
     The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned and/or
invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities
(other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s most recent
fiscal year][the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of securities owned
by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the Purchaser
or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings in
its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at market.


 


		____	The
                                         Purchaser owned and/or invested on a discretionary basis $___________________ in securities
                                         (other than the excluded securities referred to below) as of the end of the Purchaser’s
                                         most recent fiscal year (such amount being calculated in accordance with Rule 144A).



 


		____	The
                                         Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________
                                         in securities (other than the excluded securities referred to below) as of the end of
                                         the Purchaser’s most recent fiscal year (such amount being calculated in accordance
                                         with Rule 144A).



 


3.      
     The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 






    Annex-2-1


    


    

 


4.      
     The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser
or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the securities referred to in this paragraph
were excluded.


 


5.      
     The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and
will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


 





	 	 	 	 	 	Will the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account
	 	Yes	 	No	 	 


 


6.      
     If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.      
     The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.      
     Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.











	 	 
	 	Print Name of Purchaser or Adviser
	 	 	 






	 	By:	 






	 	Name:	 






	 	Title:	 













 





	 	IF
AN ADVISER:









	 	 
	 	Print Name of Purchaser
	 	 	 
	 	Date:	 












    Annex-2-2


    


    

 


EXHIBIT
L-5A


 


FORM
OF TRANSFEREE Certificate for Transfer of vrr INTEREST 


 


[Date]


 


	Citibank,
                                         N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        388
Greenwich Street, 6th Floor 

        New
        York, New York 10013

        

        Attention:
Richard Simpson 

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
Greenwich Street, 5th Floor 

        New
        York, New York 10013

        

        Attention:
Raul Orozco 

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

        
	Citigroup
Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor

        

        New
York, New York 10013 

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        

	 

                                                         Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        
	 


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
                                         Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as
                                         Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee 	 



 



    L-5A-1


    


    

 





Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) $[_____]
                                         principal balance of the Class VRR Certificates (the “Transferred Interest”).



 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of any ERISA Restricted Certificate constituting a portion of the Transferred
                                         Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied
                                         with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition
                                         of such ERISA Restricted Certificate will be effected through Citigroup Global Markets
                                         Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐            The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate, and that for so long as it retains
                                         its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The
                                         Purchaser has executed and delivered a joinder agreement substantially in the form attached
                                         as Exhibit C to the Vertical Credit Risk Retention Agreement, dated and effective
                                         as of July 19, 2019 (the “Vertical Credit Risk Retention Agreement”),
                                         between Citi Real Estate Funding Inc., JPMorgan Chase Bank, National Association, Deutsche
                                         Bank AG, New York Branch, German American Capital Corporation and the Depositor, pursuant
                                         to which the Purchaser has agreed to be bound by the terms of the Vertical Credit Risk
                                         Retention Agreement to the same extent as if the Purchaser was the Transferor.



 






    L-5A-2


    


    

 


		D.	The
                                         Purchaser hereby makes each representation set forth in Section 4(b) of the Vertical
                                         Credit Risk Retention Agreement, other than the representations in Sections 4(b)(viii)
                                         and 4(b)(ix) [and except that it is a [_____], duly organized, validly existing and in
                                         good standing under the laws of [_____]].



 


		E.	The
                                         Purchaser consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the Transferred Interest will satisfy the risk retention requirements
                                         of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation
                                         RR.



 


☐            The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 


		[PURCHASER] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  




    L-5A-3


    


    

The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]3


 





	By:	 	 
	 	Name:	 
	 	Title:	 



 





[Medallion
Stamp Guarantee]


 


[CITI
REAL ESTATE FUNDING INC.]4


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.


 





	By:	 	 
	 	Name:	 
	 	Title:	 





 





 






 


3
Signature of Retaining Party is required if the Retaining Party is different than the transferor


 


4 Signature of Retaining
Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 









    L-5A-4


    


    

 


EXHIBIT
L-5B


 


FORM
OF TRANSFEREE Certificate for Transfer of HrR INTEREST 


 


[Date]


 


	Citibank,
                                         N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        
	 


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
                                         Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as
                                         Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee 	 



 



    L-5B-1


    


    

 





Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) Class
                                         F-RR, Class G-RR and Class J-RR Certificates in the principal balances set forth below
                                         (collectively, the “Transferred Interest”):






	Class
    	Principal
    Balance
	Class
    F-RR	$
	Class
    G-RR	$
	Class
    J-RR	$


 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Transferred Interest, (a) all of the conditions of Parts I and
                                         III of PTCE 95-60 will be satisfied with respect to the acquisition of the Transferred
                                         Interest and (b) the acquisition of the Transferred Interest will be effected through
                                         Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities
                                         LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐            The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate, and that for so long as it retains
                                         its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The
Purchaser has executed and delivered a joinder agreement, dated as of the date of the transfer, substantially in the in the form
attached as Exhibit A to the TPP Risk Retention Agreement, dated as of July 19, 2019 (the “TPP Risk



 






    L-5B-2


    


    

 


		 	Retention
                                         Agreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real
                                         Estate Funding Inc., and KKR Real Estate Credit Opportunity Partners II L.P., pursuant
                                         to which the Purchaser has agreed to be bound by the terms of the TPP Risk Retention
                                         Agreement to the same extent as if the Purchaser was the Transferor itself.



 


☐            The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur after the termination of the HRR Interest Transfer Restriction Period.


 


☐            The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


A.           The
Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the TPP Retention Agreement, dated as
of July 19, 2019 (the “TPP Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
Citi Real Estate Funding Inc., and KKR Real Estate Credit Opportunity Partners II L.P.


 


B.            The
Purchaser has executed and delivered to the Retaining Sponsor a “Subsequent TPP Risk Retention Agreement” (as such
term is defined in the TPP Risk Retention Agreement) dated as of the date of the transfer, as required pursuant to Section 6(iv)
of the TPP Risk Retention Agreement.


 


C.            The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement, and the Purchaser has complied with all
the provisions, and has satisfied all the requirements, set forth in Section 6 of the TPP Risk Retention Agreement.


 


☐          The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Risk Retention Agreement or
a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms
of any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.
Please provide additional information in the space below to explain: 


 


	 
	 
	 
	 
	 
	 






 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






    L-5B-3


    


    

 





		[PURCHASER] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[CITI
REAL ESTATE FUNDING INC.]5


 





	By:	 	 
	 	Name:	 
	 	Title:	 





 





 






 


5 Signature
of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 







    L-5B-4


    


    

 


EXHIBIT
L-5C


 


FORM
OF TRANSFEREE Certificate for Transfer of wmrr INTEREST 


 


[Date]


 


	Citibank,
                                         N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         

	German
                                         American Capital Corporation

        

        60
        Wall Street

        

        New
        York, New York 10005

        

        Attention:
        Lainie Kaye

        

        with
        a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         

	 	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        



 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
                                         Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as
                                         Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee 	 



 






    L-5C-1


    


    

 


Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities
as Certificate Registrar, Woodlands Mall Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) $[_____]
                                         principal balance of the Class WMRR Certificates (the “Transferred Interest”).



 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of any ERISA Restricted Certificate constituting a portion of the Transferred
                                         Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied
                                         with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition
                                         of such ERISA Restricted Certificate will be effected through Citigroup Global Markets
                                         Inc. or Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC, or an affiliate
                                         thereof.



 


		4.	Check
                                         one of the following:



 


☐            The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate
Registrar, Woodlands Mall Retaining Sponsor and Depositor, that the transfer will occur during the WMRR Transfer Restriction
Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate, and that for so long as it retains
                                         its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The
                                         Purchaser consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the Transferred Interest will satisfy the risk retention requirements
                                         of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation
                                         RR.



 


☐            The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Woodlands Mall Retaining
Sponsor and Depositor,


 





    L-5C-2


    


    

 




that the transfer will occur after the termination of the WMRR Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





		[PURCHASER] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 








    L-5C-3


    


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]6


  





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 





 


[GERMAN
AMERICAN CAPITAL CORPORATION]7


 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.





 





	By:	 	 
	 	Name:	 
	 	Title:	 


 








 









 


6
Signature of Retaining Party is required if the Retaining Party is different than the transferor


 


7 Signature
of Woodlands Mall Retaining Sponsor is required if the Woodlands Mall Retaining Sponsor is different than the applicable Retaining
Party


 









    L-5C-4


    


    

 


EXHIBIT
L-5D


 


FORM
OF TRANSFEREE Certificate for Transfer of CLASS TCrR CERTIFICATES


 


[Date]


 


	Citibank,
                                         N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        
	 


 






    L-5D-1


    


    

 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
                                         Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as
                                         Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Wilmington Trust, National Association, as Trustee 	 



 


Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Centre Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) $[__________]
                                         principal balance of the Class TCRR Certificates (the “Transferred Interest”).



 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Transferred Interest, (a) all of the conditions of Parts I and
                                         III of PTCE 95-60 will be satisfied with respect to the acquisition of the Transferred
                                         Interest and (b) the acquisition of the Transferred Interest will be effected through
                                         Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities
                                         LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       
    The Purchaser agrees with, and certifies, represents and warrants to you, in your respective
capacities as Certificate Registrar, Centre Retaining Sponsor and Depositor, that the transfer will occur during the TCRR
Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate, and that for so long as it retains
                                         its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 






    L-5D-2


    


    

 


		C.	The
                                         Purchaser has executed and delivered to the Centre Retaining Sponsor a “Subsequent
                                         TPP Agreement” (as such term is defined in the Third Party Purchaser Agreement,
                                         dated as of July 19, 2019 (the “Centre TPP Agreement”), between Citigroup
                                         Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and CRE Fund Investments
                                         III LLC) dated as of the date of the transfer, as required pursuant to Section 3(b)(iv)
                                         of the Center TPP Agreement.



 


☐       
    The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Centre Retaining Sponsor and Depositor, that the transfer will occur after the termination of the TCRR Transfer Restriction Period.


 


☐       
    The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Centre Retaining
Sponsor and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


A.      
    The
Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the Third Party Purchaser Agreement,
dated as of July 19, 2019 (the “Centre TPP Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
Citi Real Estate Funding Inc., and CRE Fund Investments III LLC.


 


B.       
    The Purchaser has executed and delivered to the Centre Retaining Sponsor a “Subsequent TPP Agreement”
(as such term is defined in the Centre TPP Agreement) dated as of the date of the transfer, as required pursuant to Section 3(c)(iv)
of the Centre TPP Agreement.




 


C.       
    The
transfer will be made in accordance with Section 3(c) of the Centre TPP Agreement, and the Purchaser has complied with all the
provisions, and has satisfied all the requirements, set forth in Section 3(c) of the Centre TPP Agreement.


 


☐          The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the Centre TPP Agreement or a Subsequent
TPP Agreement (as defined in the Centre TPP Agreement), as applicable. Please provide additional information in the space below
to explain:


 


	 
	 
	 
	 
	 
	 








 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    L-5D-3


    


    




 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 


		[PURCHASER] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 







    L-5D-4


    


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]








 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[CITI
REAL ESTATE FUNDING INC.]8


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 








 









 


8 Signature
of Centre Retaining Sponsor is required if the Centre Retaining Sponsor is different than the applicable Retaining
Party


 




    L-5D-5


    


    

 


EXHIBIT
L-6A


 


FORM
OF TRANSFEROR Certificate for Transfer of VRR INTEResT


 


[Date]


 


	Citibank,
                                         N.A.,

        

        as
        Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

         

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        
	 


 


		Re:	Benchmark 2019-B12
                                                                                                                                                                  Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 (the “Certificates”)	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[_____] principal balance of the Class VRR Certificates (the “Transferred Interest”).


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup


 






    L-6A-1


    


    

 


Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the VRR Interest Transfer Restriction Period and that:



 


		A.	The
                                         transfer is in compliance with the Vertical Credit Risk Retention Agreement, between
                                         Citi Real Estate Funding Inc., JPMorgan Chase Bank, National Association, Deutsche Bank
                                         AG, New York Branch, German American Capital Corporation and the Depositor, dated and
                                         effective as of July 19, 2019 (the “Vertical Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferor has complied in all material respects with all of the covenants in the Vertical
                                         Credit Risk Retention Agreement during the period from the date of the Vertical Credit
                                         Risk Retention Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Vertical Credit Risk
                                         Retention Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Vertical Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the VRR Interest Transfer Restriction Period.



 






    L-6A-2


    


    

 


		3.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit L-5A. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






		[TRANSFEROR] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    L-6A-3


    


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]9














 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion Stamp Guarantee] 


 


[CITI
REAL ESTATE FUNDING INC.]10


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.





 


	By:	 	 
	 	Name:	 
	 	Title:	 





 








 









 





9
Signature of Retaining Party is required if the Retaining Party is different than the transferor


 


10 Signature of
Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 









    L-6A-4


    


    




 


EXHIBIT
L-6B


 


FORM
OF TRANSFEROR Certificate for Transfer of HRR INTEREST


 


[Date]


 


	Citibank,
N.A.,

        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 6th Floor 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

	Citi
Real Estate Funding Inc. 

        388
Greenwich Street, 6th Floor 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         
	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         

	Citi
Real Estate Funding Inc. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         
	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

         

	Citi
Real Estate Funding Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

         
	 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through Certificates, Series 2019-B12 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class F-RR, Class G-RR and Class J-RR Certificates in the principal balances set forth below
(collectively, the “Transferred Interest”):


 






    L-6B-1


     


    

 


	Class
    	Principal
    Balance
	Class
    F-RR	$
	Class
    G-RR	$
	Class
    J-RR	$


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the HRR Interest Transfer Restriction Period and that:



 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		B.	The
                                         transfer will be made in accordance with Section 5 of the TPP Risk Retention Agreement,
                                         dated as of July 19, 2019 (the “TPP Risk Retention Agreement”), between
                                         Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and KKR
                                         Real Estate Credit Opportunity Partners II L.P., and all of the requirements set forth
                                         in Section 5 of the TPP Risk Retention Agreement have been complied with through and
                                         including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the HRR Interest Transfer Restriction Period.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         on or after the fifth anniversary of the Closing Date and that:



 






    L-6B-2


     


    

 


		A.	The
                                         transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement
                                         (the “TPP Risk Retention Agreement”), dated as of July 19, 2019, between
                                         Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and KKR
                                         Real Estate Credit Opportunity Partners II L.P, and all of the requirements set forth
                                         in Section 6 of the TPP Risk Retention Agreement have been complied with through and
                                         including the date of the transfer.



 


		☐	The
                                         Transferor is otherwise permitted to transfer the Transferred Interest under the terms
                                         of the TPP Risk Retention Agreement or a Subsequent TPP Risk Retention Agreement (as
                                         defined in the TPP Risk Retention Agreement), as applicable, or under the terms of any
                                         joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention
                                         Agreement, as applicable. Please provide additional information in the space below to
                                         explain: 






		 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


		3.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit L-5B. The
                                         Transferor does not have knowledge, after reasonable due diligence, that any representation
                                         contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    L-6B-3


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]11


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


 

[CITI
REAL ESTATE FUNDING INC.]12


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


  





 



 





11 Signature of Retaining Party
is required if the Retaining Party is different than the transferor


 


12 Signature of Retaining Sponsor
is required if the Retaining Sponsor is different than the applicable Retaining Party 




 




    L-6B-4


     


    

 


EXHIBIT
L-6C


 


FORM
OF TRANSFEROR Certificate for Transfer of wmRR INTEResT


 


[Date]


 


	Citibank,
N.A., 

        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

	German
American Capital Corporation 

        60
Wall Street 

        New
York, New York 10005 

        Attention:
Lainie Kaye 

        with
        a copy by electronic mail to

        lainie.kaye@db.com and to

        cmbs.requests@db.com

        
	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         

	 	 
	 	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
ryan.m.oconnor@citi.com 

	 	 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[_____] principal balance of the Class WMRR Certificates (the “Transferred Interest”).


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset


 



    L-6C-1


     


    

 


Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective capacities
as Certificate Registrar, Woodlands Mall Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar [, Woodlands Mall Retaining Sponsor]13 and Depositor,
                                         that the transfer will occur during the WMRR Transfer Restriction Period and that:



 


		A.	The
                                         transfer is in compliance with the [Credit Risk Retention Agreement], dated and effective
                                         as of July 19, 2019 (the “Woodlands Mall Credit Risk Retention Agreement”)
                                         between German American Capital Corporation and the Depositor.



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferor has complied in all material respects with all of the covenants in the Woodlands
                                         Mall Credit Risk Retention Agreement during the period from the date of the Woodlands
                                         Mall Credit Risk Retention Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Woodlands Mall Credit
                                         Risk Retention Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Woodlands Mall Credit Risk Retention
                                         Agreement have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Woodlands Mall Retaining Sponsor and Depositor, that the transfer
                                         will occur after the termination of the WMRR Transfer Restriction Period.



 


		3.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit L-5C. The
                                         Transferor does not know or believe that any representation contained therein is false.



 





 



 


13 Include if the Woodlands
Mall Retaining Sponsor is different than the Transferor


 











    L-6C-2


     


    

 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    L-6C-3


     


    

The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]14


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


 

[Medallion
Stamp Guarantee]


 


[GERMAN
AMERICAN CAPITAL CORPORATION]15


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


 

CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


 




 



 


14 Signature of Retaining
Party is required if the Retaining Party is different than the transferor


 


15 Signature of Woodlands
Mall Retaining Sponsor is required if the Woodlands Mall Retaining Sponsor is different than the applicable Retaining Party


 









    L-6C-4


     


    

 


EXHIBIT
L-6D


 


FORM
OF TRANSFEROR Certificate for Transfer of Class TCRR Certificates


 


[Date]


 


	Citibank,
N.A., 

        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 6th Floor

        New
York, New York 10013

        Attention:
Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

	Citi
Real Estate Funding Inc. 

        388
Greenwich Street, 6th Floor 

        New
York, New York 10013 

        Attention:
Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         
	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         

	Citi
Real Estate Funding Inc. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         
	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

         

	Citi
Real Estate Funding Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
ryan.m.oconnor@citi.com 
	



 

		Re:	Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2019-B12 (the “Certificates”)
	 

                                                                                 




 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[_____] principal balance of the Class TCRR Certificates (the “Transferred Interest”):


 






    L-6D-1


     


    

 


	Class
    	Principal
    Balance
	Class
    TCRR	$



 

The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective capacities
as Certificate Registrar, Centre Retaining Sponsor and Depositor, that:


 


		4.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Centre Retaining Sponsor and Depositor, that the transfer will
                                         occur during the TCRR Transfer Restriction Period and that:



 


		C.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		D.	The
                                         transfer will be made in accordance with Section 3(b) of the Third Party Purchaser Agreement,
                                         dated as of July 19, 2019 (the “Centre TPP Agreement”), between Citigroup
                                         Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and CRE Fund Investments
                                         III LLC, and all of the requirements set forth in Section 3(b) of the Centre TPP Agreement
                                         have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Centre Retaining Sponsor and Depositor, that the transfer will
                                         occur after the termination of the TCRR Transfer Restriction Period.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Centre Retaining Sponsor and Depositor, that the transfer will
                                         occur on or after the fifth anniversary of the Closing Date and that:



 


		B.	The
transfer will be made in accordance with Section 3(c) of the Third Party Purchaser Agreement (the “Centre TPP Agreement”),
dated as of July 19,




 






    L-6D-2


     


    

 





			2019,
between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and CRE Fund Investments III LLC, and all
of the requirements set forth in Section 3(c) of the Centre TPP Agreement have been complied with through and including the date
of the transfer.



 


		☐	The
                                         Transferor is otherwise permitted to transfer the Transferred Interest under the terms
                                         of the Centre TPP Agreement or a Subsequent TPP Agreement (as defined in the Centre TPP
                                         Agreement), as applicable. Please provide additional information in the space below to
                                         explain:






		 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 




		6.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit L-5D. The
                                         Transferor does not have knowledge, after reasonable due diligence, that any representation
                                         contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    L-6D-3


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[APPLICABLE
RETAINING PARTY]16


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


  


[CITI
REAL ESTATE FUNDING INC.]17


 





	By: 	 	 
	 	Name:	 
	 	Title:	 


  





 



 


16 Signature of Retaining
Party is required if the Retaining Party is different than the transferor


 


17 Signature of Centre Retaining
Sponsor is required if the Centre Retaining Sponsor is different than the applicable Retaining Party


 









    L-6D-4


     


    

 


EXHIBIT
M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS CERTIFICATEHOLDER, THE WOODLANDS MALL CONTROLLING
CLASS REPRESENTATIVE, A WOODLANDS MALL CONTROLLING CLASS CERTIFICATEHOLDER, THE CENTRE CONTROLLING CLASS REPRESENTATIVE AND/OR
A CENTRE CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


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

                                                                                                                as
Master Servicer and a Special Servicer 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
N.A,

                                                                                                    as Certificate Administrator 

                                                                                                    388 Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	Pentalpha
Surveillance LLC

                                                                                                    as Operating Advisor and Asset

                                                                                                    Representations Reviewer

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

        

	 	 
	Pacific
Life Insurance Company,

                                                                                                    as
a Special Servicer

                                                                                                    700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com 

         

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
Real Estate Advisors, LLC,

                                                                                                    as
a Special Servicer

                                                                                                    One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

         

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
        and legaldepartment@trimontrea.com

        



 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B12	 



 






    M-1A-1


     


    

 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Risk Retention Consultation Party][Serviced Companion Loan Holder][Companion Loan Holder Representative],
and is not the Controlling Class Representative, a Controlling Class Certificateholder, the Woodlands Mall Controlling Class Representative,
a Woodlands Mall Controlling Class Certificateholder, the Centre Controlling Class Representative or a Centre Controlling Class
Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.18


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on
the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 





 



 


18 Only required for a Certificateholder,
a Certificate Owner, a Risk Retention Consultation Party or a prospective purchaser of a Certificate (or an investment advisor
or manager of the foregoing).


 











    M-1A-2


     


    

 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 





	 	[[Investment
    advisor or manager of a]
	 	[Certificateholder][Certificate
    Owner][Prospective Purchaser][Risk Retention Consultation Party][Serviced Companion Loan Holder][Companion Loan Holder Representative]










	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 
	 	Phone:	 




  




    M-1A-3


     


    

 


EXHIBIT
M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS CERTIFICATEHOLDER, THE WOODLANDS MALL CONTROLLING CLASS REPRESENTATIVE,
A WOODLANDS MALL CONTROLLING CLASS CERTIFICATEHOLDER, THE CENTRE CONTROLLING CLASS REPRESENTATIVE AND/OR A CENTRE CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


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

                                                                                                                as Master Servicer and a Special Servicer 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
N.A,

                                                                                                    as Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

        
	Pentalpha
Surveillance LLC

                                                                                                    as
Operating Advisor and Asset Representations Reviewer

                                                                                                    375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

        with
a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

	 	 
	Pacific
                                         Life Insurance Company,

                                                                                                    as a Special Servicer

                                                                                                    700 Newport Center Drive

                                         Newport Beach, CA 92660-6397

                                         Attention: Richard Banno, Assistant Vice President

                                         Email: richard.banno@pacificlife.com

         

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
                                         Real Estate Advisors, LLC,

                                                                                                    as a Special Servicer

                                                                                                    One
Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

         

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
        and legaldepartment@trimontrea.com

         



		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through Certificates, Series 2019-B12 	 



 






    M-1B-1


     


    

 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][the Woodlands Mall Controlling Class
Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling
Class Certificateholder].


 


2.       The
undersigned is not a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


5.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and
Exhibit M-1G to the Agreement.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded


 



    M-1B-2


     


    

 


Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	
[The Controlling Class Representative][a Controlling Class Certificateholder][the Woodlands Mall Controlling Class
Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre
Controlling Class Certificateholder]








	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 


 




    M-1B-3


     


    

 


EXHIBIT
M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE, A CONTROLLING CLASS CERTIFICATEHOLDER, THE WOODLANDS MALL CONTROLLING CLASS REPRESENTATIVE,
A WOODLANDS MALL CONTROLLING CLASS CERTIFICATEHOLDER, THE CENTRE CONTROLLING CLASS REPRESENTATIVE AND/OR A CENTRE CONTROLLING
CLASS CERTIFICATEHOLDER)


 


[Date]


 


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

                                                                                                                as
Master Servicer and a Special Servicer 

                                                                                                                10851 Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         

	Citibank,
N.A,

                                                                                                    as Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	Pentalpha
                                         Surveillance LLC

                                                                                                    as Operating Advisor and Asset Representations Reviewer

                                                                                                    375
N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

         

	Pacific
                                         Life Insurance Company,

                                                                                                    as a Special Servicer

                                                                                                    700
Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com 

         

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
                                         Real Estate Advisors, LLC,

                                                                                                    as a Special Servicer

                                                                                                    One
Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

         

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
        and legaldepartment@trimontrea.com

         



		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through Certificates, Series 2019-B12	 



 






    M-1C-1


     


    

 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][the Woodlands Mall Controlling Class
Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling
Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage
Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 



 

3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review
or use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Agreement.


 






    M-1C-2


     


    

 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 





	 	
[The
Controlling Class Representative] [a Controlling Class Certificateholder][the Woodlands Mall Controlling Class Representative][a
Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling Class Certificateholder]








	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 


  




    M-1C-3


     


    

 


EXHIBIT
M-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE, a Controlling Class Certificateholder,
A RISK RETENTION CONSULTATION PARTY, A HOLDER OF CLASS VRR CERTIFICATE(S), THE WOODLANDS MALL CONTROLLING CLASS
REPRESENTATIVE, A WOODLANDS MALL CONTROLLING CLASS CERTIFICATEHOLDER, THE CENTRE CONTROLLING CLASS REPRESENTATIVE AND/OR A CENTRE
CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


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

                                                                                                                as Master Servicer and a Special Servicer 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         

	Citibank,
                                         N.A,

                                                                                                    as
Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	Pentalpha
Surveillance LLC

                                                                                                    as
Operating Advisor and Asset Representations Reviewer

                                                                                                    375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

         

	Pacific
                                         Life Insurance Company,

                                                                                                    as a Special Servicer

                                                                                                    700
Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com 

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
                                         Real Estate Advisors, LLC,

                                                                                                    as a Special Servicer

                                                                                                    One
Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

                                                                                                     

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
and legaldepartment@trimontrea.com



 






    M-1D-1


     


    

 


		Re:	Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B12 	 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


 


2.       The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder, the Woodlands Mall Controlling
Class Representative, a Woodlands Mall Controlling Class Certificateholder, the Centre Controlling Class Representative or a Centre
Controlling Class Certificateholder.


 


3.       The
undersigned is not a Risk Retention Consultation Party and is not a Holder of any Class VRR Certificate.


 


4.       The
undersigned has received a copy of the Prospectus.19


 


5.       The
undersigned is a Borrower Party.


 


6.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 





 



 


19 Only required for a Certificateholder,
a Certificate Owner or a prospective purchaser of a Certificate (or an investment advisor or manager of the foregoing).


 











    M-1D-2


     


    

 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	
[[Investment
advisor or manager of a]
	 	 	[Certificateholder][Certificate Owner][Prospective Purchaser]]

                                            [Serviced Companion Loan Holder][Companion Loan Holder Representative]












	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 
	 	Phone:	 


 




    M-1D-3


     


    

 


EXHIBIT
M-1E


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for A Risk Retention Consultation Party OR a Holder of Class VRR Certificate(S))


 


[Date]


 


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

                                                                                                                as Master Servicer and a Special Servicer

         10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         

	Citibank,
N.A,

                                                                                                    as Certificate Administrator 

        388
Greenwich Street 

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B12

         

        Email:
        ratingagencynotice@citi.com

         
	Pentalpha
Surveillance LLC

                                                                                                    as
Operating Advisor and Asset

                                                                                                    Representations Reviewer

                                                                                                    375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

                                                                                                     

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

         

	Pacific
Life Insurance Company,

                                                                                                    as
a Special Servicer

                                                                                                    700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com 

         

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
Real Estate Advisors, LLC,

                                                                                                    as
a Special Servicer

                                                                                                    One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

         

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
        and legaldepartment@trimontrea.com

         



		Re:	Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B12 	 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of August
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC


 



    M-1E-1


     


    

 


Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Risk Retention Consultation Party or a Holder of the Class VRR Certificates.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       To
the extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan
(or a Mortgage Loan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property
(which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof),
inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special
Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special
Servicer’s net present value determination, Collateral Deficiency Amount determination or any Appraisal Reduction Amount
calculations, and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting
any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information
with respect to such Mortgage Loan that is aggregated with


 



    M-1E-2


     


    

 


information of other Mortgage Loans at a pool level), whether on the
Certificate Administrator’s Website or otherwise, the undersigned hereby agrees that it (i) will not provide any such information
to (A) any related Borrower Party, (B) any employees or personnel of the undersigned or any of its Affiliates involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the limitations described in clause
(i) above. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Mortgage
Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.


 


6.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 






	 	
[Risk
Retention Consultation Party][Holder of Class VRR Certificate(s)]








	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 
	 	Phone:	 


 




    M-1E-3


     


    

 


EXHIBIT
M-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


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

                                                                                                                as
Master Servicer and a Special Servicer 

                                                                                                                10851 Mastin Street, Suite 700

         Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         

	Citibank,
N.A,

                                                                                                    as
Certificate Administrator 

                                                                                                    388 Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	Pentalpha
Surveillance LLC

                                                                                                    as Operating Advisor and Asset

                                                                                                    Representations Reviewer

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

                                                                                                     

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

         

	Pacific
Life Insurance Company,

                                                                                                    as
a Special Servicer

                                                                                                    700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com 

         

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
Real Estate Advisors, LLC,

                                                                                                    as
a Special Servicer

                                                                                                    One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

         

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
        and legaldepartment@trimontrea.com

         



		Re:	Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B12 	 



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE
Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, REQUIRING ACTION BY
YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 






    M-1F-1


     


    

 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to
the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling
Class Holder”) hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][the Woodlands Mall Controlling Class
Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling
Class Certificateholder] as of the date hereof.


 


2.       The
undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)]
(“Excluded Controlling Class Mortgage Loans”):


 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 



 

3.       As
of the date above, the undersigned is the beneficial owner of the following Certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event
is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is
an Excluded Mortgage Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    M-1F-2


     


    

 

4.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1G to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information related to the Excluded Controlling Class Mortgage Loans and
made available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i)
is no longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered
notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor Certification
in accordance with Section 4.02(a) of the Agreement.


 


5.       The
undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and the
Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


6.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


8.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate


 



    M-1F-3


     


    

 


policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Controlling
Class Representative]  [a Controlling Class Certificateholder][the Woodlands Mall Controlling Class Representative][a Woodlands
Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling Class Certificateholder]









	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 




    M-1F-4


     


    

 


EXHIBIT
M-1G


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
Email

                                                                                                                Citibank, N.A. 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	 


		Re:	Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2019-B12 	 



 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to
the above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling
Class Holder”) hereby directs you as follows:


 


1.       The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][the Woodlands Mall Controlling Class
Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling
Class Certificateholder] as of the date hereof.


 


2.       The
undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)]
(“Excluded Controlling Class Mortgage Loans”):


 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 






    M-1G-1


     


    

 


3.       The
following CitiDirect Login USER IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Benchmark 2019-B12 Mortgage Trust securitization should be revoked as to such users:





 


		 	 
	 	 	 
	 	 	 
	 	 	 



 


  


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loan(s), (ii) has delivered notice
of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in
the form of Exhibit M-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Controlling
                                         Class Representative][a Controlling Class Certificateholder][the Woodlands Mall Controlling
                                         Class Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre
                                         Controlling Class Representative][a Centre Controlling Class Certificateholder]









	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 

Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 






    M-1G-2


     


    

 


The
undersigned hereby acknowledges that

access to CitiDirect has been revoked for

the users listed in Paragraph 3.


 


Citibank,
N.A., 


Certificate
Administrator


 





	 	 
	Name:	 
	Title:	 


 


    M-1G-3


     


    

 


EXHIBIT
M-1H


 


Form
of Certification of the Controlling Class Representative, the Woodlands Mall Controlling Class Representative and the Centre Controlling
Class Representative


 


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

                                                                                                                as Master Servicer and a Special Servicer 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         

	Citibank,
                                         N.A,

                                                                                                    as
Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	Pentalpha
                                         Surveillance LLC

                                                                                                    as Operating Advisor and Asset

                                                                                                    Representations
Reviewer

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2019-B12—Transaction Manager 

                                                                                                     

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

         

	Pacific
                                         Life Insurance Company,

                                                                                                    as a Special Servicer

                                                                                                    700
Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com 

         

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
Real Estate Advisors, LLC,

                                                                                                    as
a Special Servicer

                                                                                                    One Alliance Center

3500 Lenox Road NE, Suite G1

Atlanta, Georgia 30326

Attention: CMBS Special Servicing 

         

        with
a copy to: 

         

        CMBSServicing@trimontrea.com
        and legaldepartment@trimontrea.com

         



		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B12	 



 


In
accordance with Section 6.09(d) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life


 



    M-1H-1


     


    

 


Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the [Controlling Class Representative][Woodlands Mall Controlling Class Representative][Centre
Controlling Class Representative].


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


 


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which
party is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the
Pooling and Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight
courier, (b) mailed by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator
is specified in the notice provisions of the Pooling and Servicing Agreement, by electronic mail.


 


5.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


 


[INSERT
ADDRESS]


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 






    M-1H-2


     


    

 





	 	[The
                                         Controlling Class Representative][The Woodlands Mall Controlling Class Representative][The
                                         Centre Controlling Class Representative]









	 	 	 
	 	By: 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 



    M-1H-3


     


    



 


EXHIBIT
M-1I


 


Form
of Certification of A Risk Retention Consultation Party


 


	Midland
        Loan Services, a Division of PNC 

        Bank, National Association,

              as Master Servicer and a Special Servicer 

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
        Trust, National Association, 

              as
        Trustee 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         

	Citibank,
        N.A,

              as Certificate Administrator 

        388
        Greenwich Street 

        New
        York, New York 10013

        Attention: Global Transaction Services – 

        Benchmark 2019-B12

        Email:
        ratingagencynotice@citi.com

        
	Pentalpha
        Surveillance LLC

              as Operating Advisor and Asset 

        Representations Reviewer

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Benchmark 2019-B12—Transaction Manager 

         

        

        with
        a copy sent via email to: 

        notices@pentalphasurveillance.com (with 

        Benchmark 2019-B12 in the subject line)

        

	 	 
	Pacific
        Life Insurance Company,

              as a Special Servicer

        700 Newport Center Drive

        Newport Beach, CA 92660-6397

        Attention: Richard Banno, Assistant Vice President

        Email: richard.banno@pacificlife.com 

                                                                                                 

        with
        a copy to: chris.dallas@pacificlife.com

         
	Trimont
        Real Estate Advisors, LLC,

              as a Special Servicer

        One Alliance Center

        3500 Lenox Road NE, Suite G1

        Atlanta, Georgia 30326

        Attention: CMBS Special Servicing

         

        with
        a copy to:

         

        CMBSServicing@trimontrea.com
        and 

        legaldepartment@trimontrea.com

         

	Citigroup
        Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor 

        New
        York, New York 10013 

        Attention:
        Raul Orozco 

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

         
	Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson 

        Telecopy
        number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

	 	Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor 

        New
        York, New York 10013 


         




 






    M-1I-1


     


    

 


	 	Attention:
                                         Ryan M. O’Connor 

        Telecopy
        number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com



 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B12



 


In
accordance with Section 6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and
Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the [VRR1][VRR2][VRR3] Risk Retention Consultation Party.


 


2.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


 


[INSERT
ADDRESS OF RISK RETENTION CONSULTATION PARTY]


 


3.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.








	 	 	 
	 	[RISK
    RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 







 






    M-1I-2


     


    




 


EXHIBIT
M-2A


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS OR 

POOLED VOTING RIGHTS FOR NON-BORROWER PARTY


 


[Date]


 


Citibank,
N.A., 


as
Certificate Administrator 


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B12


 


		Attention:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B12



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.           The
undersigned has received a copy of the Prospectus.


 


3.           The
undersigned is not a Borrower Party.


 


4.           The
undersigned is permitted and intends to exercise Voting Rights [or Pooled Voting Rights]1 under the Agreement
and certifies that (please check one of the following):


 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned
                                         is not prohibited from such exercise



 





 






1
Applicable only in the case of Certificateholders or Certificate Owners of Pooled Certificates.


 






    M-2A-1


     


    

 


	 	 	of
                                         Voting Rights [or Pooled Voting Rights]2 based on the definition of “Certificateholder”
                                         in the Agreement by reason of acting in such capacity.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
                                         the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller,
                                         and the undersigned is not prohibited from such exercise of Voting Rights [or Pooled
                                         Voting Rights]2 based on the definition of “Certificateholder”
                                         in the Agreement by reason of its Affiliate acting in such capacity.



 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of
                                         any of the foregoing.



 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer
and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above.





	 	 	 	 	 	 	 	 
	 	[Certificateholder]
    [Certificate Owner]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:
    	 	 
	 	 	 	 
	 	Phone:
    	 	 	 







 





 






2
Applicable only in the case of Certificateholders or Certificate Owners of Pooled Certificates.  


 




    M-2A-2


     


    

 


EXHIBIT
M-2B


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS OR 

POOLED VOTING RIGHTS FOR BORROWER PARTY


 


[Date]


 


Citibank,
N.A., 


as
Certificate Administrator


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B12


 


		Attention:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B12



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.           The
undersigned has received a copy of the Prospectus.


 


3.           The
undersigned is a Borrower Party.


 


4.           Check
one of the following:


 


☐        The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder, the Woodlands Mall Controlling
Class Representative, a Woodlands Mall Controlling Class Certificateholder, the Centre Controlling Class Representative or a Centre
Controlling Class Certificateholder.


 


☐       The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder][the Woodlands Mall Controlling Class
Representative][a Woodlands Mall Controlling Class Certificateholder][the Centre Controlling Class Representative][a Centre Controlling
Class Certificateholder]. The undersigned is an


 



    M-2B-1


     


    

 


Excluded
Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)] (“Excluded Controlling
Class Mortgage Loans”):


 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 


 


5.           The
undersigned is permitted and intends to exercise Voting Rights [or Pooled Voting Rights]*
under the Agreement and certifies that (please check all that apply):


 


		___	Such
                                         exercise of Voting Rights [or Pooled Voting Rights]* does not involve giving
                                         any consent, approval or waiver or taking any other action with respect to any Mortgage
                                         Loan as to which the undersigned is a Borrower Party.



 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of
                                         any of the foregoing.



 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned
                                         is not prohibited from such exercise of Voting Rights [or Pooled Voting Rights]* based
                                         on the definition of “Certificateholder” in the Agreement by reason of acting
                                         in such capacity.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
                                         the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller,
                                         and the undersigned is not prohibited from such exercise of Voting Rights [or Pooled
                                         Voting Rights]* based on the definition of “Certificateholder”
                                         in the Agreement by reason of its Affiliate acting in such capacity.



 


		6.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its officers, directors, partners, employees, agents or representatives (collectively,
                                         the “Representatives”) and shall indemnify the Depositor, the Operating
                                         Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee,
                                         the Master Servicer, the Special Servicer and the Trust



 





 



*
Applicable only in the case of Certificateholders or Certificate Owners of Pooled Certificates.


 






    M-2B-2


     


    

 


	 	 	Fund
                                         for any loss, liability or expense incurred thereby with respect to any such breach by
                                         the undersigned or any of its Representatives.



 


7.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above.








	 	 	 	 	 	 	 	 
	 	[Certificateholder]
    [Certificate Owner]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:
    	 	 
	 	 	 	 
	 	Phone:
    	 	 	 


 
 




    M-2B-3


     


    

 


EXHIBIT
M-3


 


FORM
OF ONLINE VENDOR CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information,
please contact [the Certificate Administrator’s customer service desk at [1-888-855-9695]]


 


In
connection with the Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc.,
CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT or a market data provider that has been given access
to the Distribution Date Statements, CREFC reports and supplemental notices on https://sf.citidirect.com (“CitiDirect”)
by request of the Depositor.


 


2.       The
undersigned agrees that each time it accesses CitiDirect, the undersigned is deemed to have recertified that the representation
above remains true and correct.


 


3.       The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CitiDirect is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from CitiDirect.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of August 1, 2019, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer,
Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee.


 






    M-3-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.








	 	 	 	 	 	 	 	 
	 	[                         ]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:
    	 	 
	 	 	 	 
	 	Phone:
    	 	 	 


  




    M-3-2


     


    

 


EXHIBIT
M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


	Midland
        Loan Services, a Division of PNC 

        Bank, National Association, 

                as
        Master Servicer and a Special Servicer 

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson 

        Telecopy
        number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

	Wilmington
        Trust, National Association, 

        as
        Trustee 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee – Benchmark 2019-B12 

        Email:
        cmbstrustee@wilmingtontrust.com

         
	Citigroup
        Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor 

        New
        York, New York 10013 

        Attention:
        Raul Orozco 

        Telecopy
        number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         

	Trimont
        Real Estate Advisors, LLC,

              as a Special Servicer 

        One
        Alliance Center 

        3500
        Lenox Road NE, Suite G1 

        Atlanta,
        Georgia 30326 

        Attention:
        CMBS Special Servicing 

        with
        a copy to: 

        CMBSServicing@trimontrea.com
        

        and legaldepartment@trimontrea.com

         
	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor 

        New
        York, New York 10013 

        Attention:
        Ryan M. O’Connor 

        Telecopy
        number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

         

	Pacific
        Life Insurance Company,

              as a Special Servicer

        700 Newport Center Drive

        Newport Beach, CA 92660-6397

        Attention: Richard Banno, Assistant Vice President

        Email: richard.banno@pacificlife.com 

        with
        a copy to: chris.dallas@pacificlife.com

         
	 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage 

Pass-Through Certificates, Series 2019-B12



 


Ladies
and Gentlemen:


 






    M-4-1


     


    

 


In
connection with the Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 (the “Certificates”),
we acknowledge that we will be furnished by [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer][,][and] [Pacific Life Insurance Company, as Special Servicer][,][and] [Trimont Real Estate Advisors,
LLC, as Special Servicer] (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person
refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual,
group or entity.


 


In
connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting
and will use the Information solely for purposes of making investment decisions and/or exercising the rights of the applicable
[Directing Holder][Consulting Party] with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME
OF SERVICED LOAN COMBINATION] Loan Combination] and will not disclose such Information to any Person other than (i) our Representatives,
(ii) our auditors and regulators and (iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION
LOAN] Companion Loan] held by the undersigned or of an interest therein (or such outside Persons as are assisting it in making
an evaluation in connection with purchasing the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but
only if such Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such
Information confidential)), (iv) our accountants and attorneys, and (v) such governmental or banking authorities or agencies to
which the undersigned is subject; and such Information will not, without the prior written consent of the Master Servicer or the
Special Servicer, as applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives in any manner
whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


This
Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public other
than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to
us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound by a contractual
or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its
disclosure to us by you.


 


Capitalized
terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated
as of August 1, 2019, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific
Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating


 



    M-4-2


     


    

 


Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee.


 


This
Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.








	 	 	 	 	 	 	 	 
	 	Very
    truly yours,
	 	 	 	 	 	 	 	 
	 	[NAME
    OF ENTITY]
	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	Company:
    	 	 
	 	Phone:
    	 	 	 







 


		cc:	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         [Trustee]



 




    M-4-3


     


    

 


EXHIBIT
M-5


 


FORM
OF NRSRO CERTIFICATION


 


Citibank,
N.A., 


as
Certificate Administrator





388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B12


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage

                                         Pass-Through Certificates, Series 2019-B12



 


Ladies
and Gentlemen:


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a
Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the Benchmark 2019-B12 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-B12 (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.             The
undersigned, a nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section
3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


 


(a)       has
provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


(b)       is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and
in consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the
Information confidential (except to the extent such information has been made available to the general public), and such Information
will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by
its officers, directors, partners, employees, agents, or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 






    M-5-1


     


    

 


2.            The
undersigned agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.








	 	 	 	 	 	 	 	 
	 	Very
    truly yours,
	 	 	 	 	 	 	 	 
	 	[NRSRO
    Name]
	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	Phone:
    	 	 	 
	 	Email:	 	 	 


 


Dated:


 




    M-5-2


     


    

 


EXHIBIT
N




 


CUSTODIAN
CERTIFICATION


 


[DATE]


 


[All
Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser] 


[The
related Serviced Companion Loan Holder (upon request, in the case of a Serviced Loan Combination)]



 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B12 



 


Ladies
and Gentlemen:


 


In
accordance with the provisions of Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies
that, with respect to each Mortgage Loan and Trust Subordinate Companion Loan, and subject to the exceptions noted in the schedule
of exceptions attached hereto, (i) all documents specified in clauses (a), (b), (c) and (d) (other
than with respect to an Outside Serviced Mortgage Loan), (e), (f) (provided that the undersigned has been notified
of any related modification), (g), (o) and (t) (for each Mortgage Loan that is part of a Loan Combination
and each Trust Subordinate Companion Loan) of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the
undersigned of the particular recorded/filed documents); (iii) all documents received by the undersigned with respect to such
Mortgage Loan or Trust Subordinate Companion Loan have been reviewed by the undersigned and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been
executed (where appropriate) and (C) purport to relate to such Mortgage Loan or Trust Subordinate Companion Loan; and (iv) based
on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and
only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller),
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B)
of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.


 


The
undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in each Mortgage File or any of the Mortgage Loans and Trust Subordinate Companion Loans identified in the


 



    N-1


     


    

 


Mortgage
Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan or Trust Subordinate
Companion Loan.


 


The
scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that certain documents in Mortgage
Files have been received and appear regular on their face and to confirm certain other information as set forth in Section
2.02 of the Pooling and Servicing Agreement. The Custodian’s review of the Mortgage Files and any certification with
respect thereto is not intended to and shall not be deemed to constitute “due diligence services” or a “third
party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively, under the Exchange Act.
Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree that it shall
not share such certification with any rating agency or any party not addressed on such certification.


 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.





	 	 	 
	 	Citibank,
    N.A., as Custodian
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 	 	 










  




    N-2


     


    

 


SCHEDULE
OF EXCEPTIONS


 


[
             ]


 




    N-3


     


    

 


EXHIBIT
O


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer and Special
Servicer below shall include any Sub-Servicer engaged by the Master Servicer or Special Servicer, as applicable.


 


	applicable
    Servicing Criteria 	applicable
    

party
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
Servicer

Special Servicer 

        Certificate
        Administrator

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
Servicer 

        Special
Servicer 

        Certificate
        Administrator

         

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
Servicer

Special Servicer 

        Certificate
        Administrator

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar
    year)
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 






    O-1


     


    

 


	applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other
    number of days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    O-2


     


    

 


	applicable
    Servicing Criteria 	applicable
    party
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A





 






    O-3


     


    

 


EXHIBIT
P



[Reserved]


 




    P-1


     


    

 


EXHIBIT
Q


 


RETAINED
DEFEASANCE RIGHTS AND OBLIGATIONS MORTGAGE LOANS


 


	Loan
    Number	Mortgage
    Loan / Property Name	Mortgage
    Loan Seller
	3	The
    Zappettini Portfolio	CREFI
	13	Compass
    Self Storage Florida	CREFI
	15	The
    Centre	CREFI
	18	Marriott
    Morgantown Waterfront	CREFI
	20	Oakbrook
    Terrace	CREFI
	22	Village
    of Martinsville	CREFI
	26	Michigan
    Self Storage Portfolio	CREFI
	36	Franklin
    Plaza	CREFI
	39	Causeway
    Center	CREFI
	44	CVS
    Plymouth, MN	CREFI
	45	Creekside
    Terrace	CREFI
	1	30
    Hudson Yards	GACC
	2	Woodlands
    Mall	GACC
	4	Montalvo
    Square	GACC
	11	CIRE
    Equity Retail & Industrial Portfolio	GACC
	12	Waterfront
    Plaza	GACC
	14	2
    MacArthur	GACC
	21	Winsor
    Ranch Shopping Center	GACC
	25	Dollar
    General Portfolio II	GACC
	27	Calexico
    Industrial	GACC
	32	Springhill
    Suites Chesapeake	GACC
	33	Jurupa
    Royale Apartments	GACC
	35	Corporate
    Ridge I	GACC
	37	New
    York Life Building	GACC
	38	Hampton
    Inn Terre Haute	GACC
	40	Targhee
    Place	GACC
	41	Houston
    Building	GACC
	43	Oak
    Tree Place	GACC



 



    Q-1


     


    

 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than 120 days of the end of the prior calendar year, pursuant to the
terms and conditions of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont
Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee


 


Transaction:
Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12


 


Operating
Advisor: Pentalpha Surveillance LLC


 


Special
Servicer as of December 31: [Midland Loan Services, a Division of PNC Bank, National Association (other than the Woodlands
Mall Loan Combination, The Centre Loan Combination [and [LIST ANY Excluded Special Servicer Mortgage Loan])]

[Pacific Life Insurance Company (with respect to the Woodlands Mall Loan Combination)] [Trimont Real Advisors, LLC (with respect
to The Centre Loan Combination)]


 


Directing
Holder: [                          ]


 


		I.	Population
of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


(a)
[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an
Asset Status Report.


 


(b)
Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. Final Asset Status Reports were issued
with respect to [●] of such Specially Serviced Loans. The Asset Status Reports may not yet be fully implemented.


 





 



1      
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 






    R-1


     


    

 


		2.	An
                                         Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist
                                         during any portion] of the prior calendar year [INSERT YEAR].



 


		3.	[●]
                                         Serviced Loans were the subject of a Major Decision as to which the Operating Advisor
                                         has consultation rights pursuant to the Pooling and Servicing Agreement.



 


		II.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements set forth in the Pooling and Servicing
Agreement) has undertaken a review of the Special Servicer’s actions and decisions in respect of (A) Specially Serviced
Loans and (B) solely in connection with Major Decisions as to which the Operating Advisor has consultation rights following the
occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, Performing Serviced Loans, in each case
in light of (1) the Servicing Standard and (2) the requirements of the Pooling and Servicing Agreement. Based solely on such review
and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor [believes/ does not believe],
in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance with (1) the
Servicing Standard and (2) the Special Servicer’s obligations under the Pooling and Servicing Agreement during the prior
calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has
failed to materially comply with the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing
Agreement as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATIONS FROM (1) THE SERVICING STANDARD AND/OR (2) THE SPECIAL SERVICER’S
                                         OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	Specific
Items of Review



 


In
rendering our assessment herein, we examined and (with the exception of the items listed in paragraph no. 7 below) relied upon
the accuracy and completeness of the items listed below:


 


		1.	Information
                                         available to Privileged Persons on the Certificate Administrator’s Website with
                                         respect to the Special Servicer, assets on the CREFC® Servicer Watch List,
                                         Specially Serviced Loans [AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT: and
                                         Major Decisions on Serviced Loans].



 


	2.	Each
                                         Final Asset Status Report [AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT: and
                                         each other Asset Status Report], in each



 






    R-2


     


    

 


	 	case,
                                         delivered or made available to the Operating Advisor pursuant to the terms of the Pooling
                                         and Servicing Agreement. The Operating Advisor reviewed Final Asset Status Reports with
                                         respect to the following Serviced Loans: [LIST]. The Operating Advisor reviewed Asset
                                         Status Reports with respect to the following Serviced Loans: [LIST].



 


		3.	Each
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement. The
                                         Operating Advisor reviewed Major Decision Reporting Packages with respect to the following
                                         Serviced Loans: [LIST]



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the
                                         Operating Advisor consulted with the Special Servicer regarding Major Decisions related
                                         to the following Serviced Loans: [LIST]. The Operating Advisor participated in discussions
                                         and recommended alternative courses of action to the extent it deemed such recommendations
                                         appropriate.



 


		6.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the
                                         Operating Advisor consulted with the Special Servicer regarding Asset Status Reports
                                         related to the following Serviced Loans: [LIST]. The Operating Advisor participated in
                                         discussions and recommended alternative courses of action to the extent it deemed such
                                         recommendations appropriate.



 


		7.	Appraisal
                                         Reduction Amount calculations, Collateral Deficiency Amount calculations and net present
                                         value calculations delivered or made available to the Operating Advisor by the Special
                                         Servicer pursuant to the Pooling and Servicing Agreement.



 


		8.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any (i) Appraisal Reduction Amount, (ii) Collateral Deficiency Amount
                                         or (ii) net present value calculations used in the Special Servicer’s determination
                                         of the course of action to be taken in connection with the workout or liquidation of
                                         a Specially Serviced Loan prior to the utilization by the Special Servicer.



 


		(a)	The
                                         Operating Advisor [agreed/did not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		(b)	After
                                         consultation with the Special Servicer to resolve any inaccuracy in the mathematical
                                         calculations or the application of the non-discretionary portions of the related formula
                                         in arriving at those mathematical calculations, such inaccuracy [has been/ has not been]
                                         resolved.



 


	9.	The
                                         Special Servicer’s annual compliance statement, assessment of compliance report
                                         and attestation report by a third party regarding the Special Servicer’s compliance
                                         with its



 






    R-3


     


    

 


	 	obligations
                                         delivered or made available to the Operating Advisor pursuant to the Pooling and Servicing
                                         Agreement.



 


		10.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		111.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents
(other than documents that the Operating Advisor is required to review pursuant to Section 3.29 of the Pooling and Servicing Agreement),
visit any related property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition,
our review of the net present value calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


IV.          Assumptions,
Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the Special Servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in accordance with the Operating Advisor Standard,
                                         to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than receipt of any Major Decision Reporting Package and any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
                                         access to, the Special Servicer’s and applicable Directing Holder’s discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have authority
                                         to speak with the applicable Directing Holder or borrower directly. As such, the Operating
                                         Advisor relied upon the information made available to it pursuant to the Pooling and
                                         Servicing Agreement or delivered to it by the Special Servicer as well as its interaction
                                         with the Special Servicer, if any, in gathering the relevant information to generate
                                         this report. The services that we perform are not designed and cannot be relied upon
                                         to detect fraud or illegal acts should any exist.



 






    R-4


     


    

 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or direct
                                         the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communications held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to directly communicate with any investors pursuant
                                         to the Pooling and Servicing Agreement. If the investors have questions regarding this
                                         report, they should address such questions to the Certificate Administrator through the
                                         Certificate Administrator’s Website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.









	 	 	 
	[                    ]	 
	 	 	 
	By:
    	 	 
	Name:	 
	Title:	 







 




    R-5


     


    

 


EXHIBIT
S


 


SUBSERVICING
AGREEMENTS


 


	Mortgage
    Loan/Property Name	Sub-Servicer
    Name
	Compass
    Self Storage Florida	Berkadia
    Commercial Mortgage LLC
	Marriott
    Morgantown Waterfront	Berkadia
    Commercial Mortgage LLC
	Winsor
    Ranch Shopping Center	Bellwether
    Enterprise Real Estate Capital, LLC
	Chemours
    HQ	CBRE
    Loan Services, Inc.
	CIRE
    Equity Retail & Industrial Portfolio	Preferred
    Capital Advisors



 



    S-1


     


    

 


EXHIBIT
T


 


FORM
OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Wilmington
Trust, National Association, as Trustee 


1100
North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee – Benchmark 2019-B12


 


Citibank,
N.A., as Certificate Administrator 


388
Greenwich Street


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B12 


 


[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] 


 


[Pacific
Life Insurance Company,

      as a Special Servicer

700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com


with
a copy to: chris.dallas@pacificlife.com]


 


[Trimont
Real Estate Advisors, LLC 


One
Alliance Center 


3500
Lenox Road NE, Suite G1 


Atlanta,
Georgia 30326 


Attention:
CMBS Special Servicing 


Email:
CMBSServicing@trimontrea.com and legaldepartment@trimontrea.com]


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust,
	 	 	Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-B12









 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 6.08(b)[(i)][(ii)] of the Pooling and Servicing Agreement, dated as of August 1, 2019
(the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer,
Pentalpha Surveillance LLC, as Operating


 



    T-1


     


    

 


Advisor
and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, on behalf of the holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B12 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT
PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED TRUST LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR
WHICH IT SO ACTS]], conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our determination,
in our sole discretion exercised in good faith, that (1) [________], in its current capacity as Special Servicer [with respect
to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED TRUST LOANS, SPECIFY APPLICABLE SERVICED TRUST LOAN OR GROUP
OF SERVICED TRUST LOANS FOR WHICH IT SO ACTS]], has failed to comply with the Servicing Standard and (2) a replacement of the
Special Servicer would be in the best interest of the [Pooled Certificateholders]24 [related Loan-Specific Certificateholders]25
(as a collective whole). The following factors support our determination: [________].


 


Based
upon such determination, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed
its successor in such capacity.








	 	 	 	 
	 	Very
    truly yours,	 
	 	 	 	 
	 	[The
    Operating Advisor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 


Dated:


 





 









24
Applicable in the case of an Operating Advisor’s written recommendation delivered pursuant to Section 6.08(b)(i)


 


25
Applicable in the case of an Operating Advisor’s written recommendation delivered pursuant to Section 6.08(b)(ii)


 









    T-2


     


    

 


EXHIBIT
U



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting
purposes, any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative
obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information
as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this Benchmark 2019-B12 Pooling and Servicing Agreement, each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
        1: Distribution and Pool Performance Information

         

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement

         
	Certificate
        Administrator 

        Depositor 

        Master
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)

        Special
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

        Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to

        




 






    U-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible 
	 	itself)
	Item
        1A: Asset-Level Information 

        disclosure
        per Items 1111(h) and 1125 of Regulation AB

        
	Master
    Servicer1
	Item
        1B: Asset Representations Reviewer and Investor Communication

         
	Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB)

         

        Certificate
        Administrator (with respect to Item 1121(e) of Regulation AB )

         

	Item
        2: Legal Proceedings

         

        per
        Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in
    the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each
    Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan
    Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such
    Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Item
    3: Sale of Securities and Use of Proceeds	Depositor
	Item
    4: Defaults Upon Senior Securities	Certificate
    Administrator
	Item
    5: Submission of Matters to a Vote of Security Holders2	Certificate
        Administrator 

        Trustee

        

	Item
    6: Significant Obligors of Pool Assets	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        

        Special
Servicer (as to Specially Serviced Loans and REO Properties) 

	Item
    7: Change in Sponsor Interest in the Securities	Each
    Mortgage Loan Seller as to itself and its affiliates









 


 






1
For the avoidance of doubt, the Certificate Administrator, not the Master Servicer, shall be responsible for filing any
Additional Form 10-D Disclosure required by Item 1A on Form 10-D in accordance with Section 10.04 of this Agreement.


 


2
No disclosure is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety
disclosures.


 






    U-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible 
	Item
    8: Significant Enhancement Provider Information	Depositor
	Item
        9: Other Information

         

        (i)
        Balances of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation
        Proceeds Reserve Account, the Exchangeable Distribution Account, Collection Account, any Loan Combination Custodial Account
        and each REO Account as of the related Distribution Date and the preceding Distribution Date; and

         

        (ii)
        information other than those specified in clause (i) above, but only to the extent of any information that meets all the
        following conditions: (a) such information constitutes “Form 8-K Disclosure” pursuant to Exhibit Z, (b) such
        information is required to be reported as “Form 8-K Disclosure” during the period to which the Form 10-D relates,
        and (c) such information was not previously reported as “Form 8-K Disclosure”.

        
	Any
        party responsible for disclosure items on Form 8-K to the extent of such items

         

        Certificate
        Administrator (with respect to the balances of the Distribution Account, the Interest Reserve Account, the Excess Interest
        Distribution Account, Excess Liquidation Proceeds Reserve Account and the Exchangeable Distribution Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Master
        Servicer (with respect to the balances of the Collection Account and any Loan Combination Custodial Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

	Item
    10: Exhibits	Certificate
        Administrator 

        Depositor

        






 






    U-3


     


    

 


EXHIBIT
V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting
purposes, any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column
to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation
AB, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement
to obtain such information) of such information (other than information as to such party itself which such party is obligated
to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus.
For this Benchmark 2019-B12 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
        1B: Unresolved Staff Comments

         
	Depositor
	Item
    9B: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
        Administrator

         

        Depositor

         

	Additional
        Item: 

        Disclosure
        per Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to
    the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling
    such



 






    V-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible 
	 	litigation),
    (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage
    Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by
    such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Additional
        Item: 

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
        All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a)
        affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate
        Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer,
        only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee,
        the Certificate Administrator, the Master

         

        Servicer
        or a sub-servicer described in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item
        1110 originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1)
        party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts,
        (iii) the Depositor as to the enhancement or support provider

         

	Additional
        Item: 

        Disclosure
        per Item 1112(b) of Regulation AB

         
	Master
Servicer (excluding information for which the Special Servicer is the “Party Responsible”) 

        Special
        Servicer (as to REO Properties)

        

	Additional
        Item: 

        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB

         
	Depositor












    V-2


     


    

 


EXHIBIT
W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO [ 212-816-5527] AND VIA EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES
IMMEDIATELY BELOW**


 


	Citibank,
        N.A.,

                  as Certificate Administrator 

        388
        Greenwich Street 

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B12 

        Email:
        ratingagencynotice@citi.com

         
	 	Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson 

        Telecopy
        number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

         

	Citigroup
        Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor 

        New
        York, New York 10013 

        Attention:
        Raul Orozco 

        Telecopy
        number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         
	 	Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor 

        New
        York, New York 10013 

        Attention:
        Ryan M. O’Connor 

        Telecopy
        number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

         



RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [ ] of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific
Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, the 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:


 






    W-1-1


     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                          ], phone number: [              ]; email address: [                           ].








	 	 	 
	 	[NAME
    OF PARTY],

    as [role]
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 	 	 







  




    W-1-2


     


    

 


EXHIBIT
W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Citibank,
N.A.,

         as Certificate Administrator  


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B12


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 10.04 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, Pacific
Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, the undersigned, as [             ], hereby notifies you that certain events have come to our attention that [will] [may] need
to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the securitization accounts balance information:


 


	Account
    Name	Beginning
        Balance as of  

        MM/DD/YYYY

        
	Ending
        Balance as of  

        MM/DD/YYYY

        

	Collection
    Account	 	 
	Loan
        Combination Custodial Account(s) : 

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination 

        [_____________]
        Loan Combination

        
	 	 
	REO
    Account(s)	 	 


 






    W-2-1


     


    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ].








	 	 	 
	 	[NAME
    OF PARTY],

    as [role]
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 	 	 


 




    W-2-2


     


    

 


EXHIBIT
W-3


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


Citibank,
N.A.,

             as Certificate Administrator  


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B12


 


Ref:
Benchmark 2019-B12, Additional Debt Notice for Form 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 10.04(c) of the Pooling and Servicing
Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	Benchmark
    2019-B12	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	   $	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark
    2019-B12	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	   $	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark
    2019-B12	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	   $	 	 	 	 	 	 	 	 	 	 	 





 





    W-3-1


     


    






 


EXHIBIT
X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K, of Benchmark 2019-B12 Mortgage
                                         Trust (the “Exchange Act Periodic Reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act Periodic Reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statement(s) required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports,
                                         the servicers have fulfilled their obligations under the servicing agreement(s) in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[Master Servicer][Special Servicer][Certificate Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside
Special Servicer]


 





	Date:	 	 





	 	 
	[Signature]	 
	[Title]	 






 






    X-1


     


    







 


EXHIBIT
Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a special
                                         servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations
                                         reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee.
                                         



 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


1.       I
have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required to be
filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.       Based
on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by that report on Form 10-K;


 


3.       Based
on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator
pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports;
and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in
accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).


 






    Y-1-1


     


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 





	Date:  	            	 
	 	 	 
	[                      
    ]	 


 





	By: 	 	 
		[Name]	 


 






    Y-1-2


     


    

 


EXHIBIT
Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”), Midland
                                         Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company
                                         and Trimont Real Estate Advisors, LLC, each as a special servicer, Pentalpha Surveillance
                                         LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         relating to the Trust delivered by the Master Servicer to the Certificate Administrator
                                         covering the fiscal year 20__;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information in these reports, taken as a whole, does not contain any untrue statement
                                         of a material fact or omit to state a material fact necessary to make the statements
                                         made, in light of the circumstances under which such statements were made, not misleading
                                         with respect to the period covered by these servicing reports;



 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator
                                         by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing
                                         reports delivered by the Master Servicer to the Certificate Administrator;



 






    Y-2-1


     


    

 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the compliance review conducted in preparing the servicer compliance
                                         statement required under Section 10.08 of the Pooling and Servicing Agreement with respect
                                         to the Master Servicer, and except as disclosed in such compliance statement delivered
                                         by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects in the year to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses
1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing
agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by
any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup
certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of
such certification.


 





	Date: 	      	 
	 	 	 
	[                      
    ]	 


 





	By: 	 	 
	[Name]	 





 



    Y-2-2


     


    




 


EXHIBIT
Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and a
                                         special servicer [(in such capacity, the “Special Servicer”)], Pacific
                                         Life Insurance Company, as a special servicer [(in such capacity, the “Special
                                         Servicer”)], Trimont Real Estate Advisors, LLC [(in such capacity, the “Special
                                         Servicer”)], Pentalpha Surveillance LLC, as operating advisor and asset representations
                                         reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee
                                         



 


I,
[identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.       Based
on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these servicing reports;


 


1.       Based
on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing
reports delivered by the Special Servicer to the Master Servicer;


 


2.       I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except
as disclosed in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing Agreement,
the Special


 






    Y-3-1


     


    

 


Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review
applies; and


 


3.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


	Date: 	        	 
	 	 	 
	[                      
    ]	 


 





	By: 	 	 
	[Name]	 
	[Title]	 











 









    Y-3-2


     


    




 


EXHIBIT
Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a special
                                         servicer, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating
                                         Advisor”) and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee                                                                                                         



 


I,
[identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.       Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;


 


2.       Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling
and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in
the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the
Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 






    Y-4-1


     


    

 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 








	Date:	               	 
	 	 	 
	[                      
    ]	 


 





	By:	 	 
	[Name]	 
	[Title]	 



 






    Y-4-2


     


    









 


EXHIBIT
Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a special
                                         servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations
                                         reviewer, Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”) and custodian (in such capacity, the “Custodian”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)
                                         



 


I,
[identify the certifying individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.       Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Custodian covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;


 


2.       Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Custodian under the Pooling and
Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the
reports delivered by the Custodian to the Certificate Administrator;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the
Certificate Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 






    Y-5-1


     


    

 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 











	Date:	          	 
	 	 	 
	[                      
    ]	 


 





	By: 	         	 
	[Name]	 
	[Title]	 








 






    Y-5-2


     


    




 


EXHIBIT
Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B12 (the “Certificates”), issued pursuant to the Pooling
                                         and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing
                                         Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
                                         Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance
                                         Company and Trimont Real Estate Advisors, LLC, each as a special servicer, Pentalpha
                                         Surveillance LLC, as operating advisor and asset representations reviewer, Citibank,
                                         N.A., as certificate administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)
                                         



 


I,
[identify the certifying individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.       Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Trustee covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by these reports;


 


2.       Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Trustee under the Pooling and
Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the
reports delivered by the Trustee to the Certificate Administrator;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate
Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects in the year to which such review applies; and


 



    Y-6-1


     


    




 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 














	Date:  	          	 
	 	 	 
	[                      
    ]	 


 











	By: 	           	 
	[Name]	 
	[Title]	 








 






    Y-6-2


     


    

 


EXHIBIT
Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”), Midland
                                         Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company
                                         and Trimont Real Estate Advisors, LLC, each as a special servicer, Pentalpha Surveillance
                                         LLC, as operating advisor and asset representations reviewer (in such capacity, the “Asset
                                         Representations Reviewer”), Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”), and Wilmington Trust,
                                         National Association, as trustee (in such capacity, the “Trustee”) 



 


I,
[identify the certifying individual], a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to Citigroup Commercial Mortgage
Securities Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification
in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the
Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement), that:


 


1.       Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by
the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”)
have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate
Administrator, as applicable, for inclusion in the Reports;


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 






    Y-7-1


     


    

 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations Reviewer
under the Pooling and Servicing Agreement and based upon my knowledge the Asset Representations Reviewer has, except as described
in any information provided to the Certificate Administrator by the Asset Representations Reviewer covering the fiscal year 20[__],
fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review
applies; and


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 

















	Date:    	          	 
	 	 	 
	[                      
    ]	 


 








	By:  	          	 
	[Name]	 
	[Title]	 








 










    Y-7-2


     


    

 


EXHIBIT
Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B12 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”), Midland
                                         Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company
                                         and Trimont Real Estate Advisors, LLC, each as a special servicer, Pentalpha Surveillance
                                         LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and asset representations reviewer, Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”), and Wilmington Trust,
                                         National Association, as trustee (in such capacity, the “Trustee”)
                                         

                                         

                                         and

                                         

                                         Sub-servicing agreement, dated as of [______], 2019 (the “Sub-Servicing Agreement”)
                                         between [_____________] and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”),
                                         

                                         



 


I,
[identify the certifying individual], a [title] of [SUB-SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         submitted by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator
                                         pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”)
                                         for inclusion in the annual report on Form 10-K or any report on Form 10-D with respect
                                         to the Trust covering the fiscal year 20__ ;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information in the Sub-Servicer Reports, taken as a whole, does not contain any untrue
                                         statement of a material fact or omit to state a material fact necessary to make the statements
                                         made, in light of the circumstances under which such statements were made, not misleading
                                         with respect to the period covered by the Sub-Servicer Reports;



 






    Y-8-1


     


    

 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information required to be provided in the Sub-Servicer Reports to the Master Servicer
                                         and/or the Certificate Administrator by the Sub-Servicer under the Sub-Servicing Agreement
                                         is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer
                                         and/or the Certificate Administrator;



 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge
                                         and the compliance review conducted in preparing the servicer compliance statement required
                                         under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer,
                                         and except as disclosed in such compliance statement delivered by the Sub-Servicer under
                                         Section 10.08 of the Pooling and Servicing Agreement, the Sub-Servicer has fulfilled
                                         its obligations under the Sub-Servicing Agreement in all material respects in the year
                                         to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 

















	Date:  	        	 
	 	 	 
	[                      
    ]	 


 











	By: 	    	 
	[Name]	 








 



 



    Y-8-2


     


    




 


EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has actual knowledge (after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which
such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in
or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus. For this Benchmark 2019-B12 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is
no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
                                         Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special
                                         Servicer, and the Trustee, only as to agreements it is a party to or entered into on
                                         behalf of the Trust)

                                         Certificate Administrator (other than as to agreements to which the Depositor (and no
                                         other party to the Pooling and Servicing Agreement) is a party) 

        Depositor 

	Item
    1.02- Termination of a Material Definitive Agreement	Master
                                         Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special
                                         Servicer and the Trustee, only as to agreements it is a party to or entered into on behalf
                                         of the Trust) 

        Certificate
        Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement)
        is a party)





 






    Z-1


     


    

 


	Item
    on Form 8-K	Party
    Responsible 
	 	Depositor 



	Item
                                         1.03- Bankruptcy or Receivership

                                                                                 
	Depositor

    Each Mortgage Loan Seller as to itself

    Each other party to the Pooling and Servicing Agreement (as to itself)
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item
    5.07: Submission of Matters to a Vote of Security Holders	Certificate
                                         Administrator 

        Trustee 

	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master
                                         Servicer (as to itself or a servicer retained by it) 

        Special
        Servicer (as to itself or a servicer retained by it) 

        Trustee

        Certificate Administrator (as to itself or a servicer retained by it)

        Depositor 

	Item
    6.03- Change in Credit Enhancement or Other External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01 – Other Events	Depositor
	Item
    9.01 – Financial Statements and Exhibits	Depositor



 






    Z-2


     


    

 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


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


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Fax
number: 1-888-706-3565


 


	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE















 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) for Benchmark 2019-B12 Mortgage Trust pursuant to that Pooling and Servicing Agreement,
dated as of August 1, 2019 (the “Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of
PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a special servicer,
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator,
and Wilmington Trust, National Association, as trustee, relating to the Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B12, hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National
Association (the “Servicer”), by and through the Servicer’s officers, the Trustee’s true and lawful
Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage
loans (the “Mortgage Loans”) serviced by the Servicer and all properties (“Properties”)
administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through
(13) below with respect to the Mortgage Loans and Properties; provided however, that the documents described below may only be
executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting such Mortgage



 






    AA-1-1


     


    

 


	 	 	or
                                         deed of trust to conform same to the original intent of the parties thereto or to correct
                                         title errors discovered after such title insurance was issued; provided that said
                                         modification or re-recording, in either instance, (i) does not adversely affect the lien
                                         of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
                                         of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the sale or repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 






    AA-1-2


     


    

 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and



 






    AA-1-3


     


    

 


	 	 	to
                                         resolve such litigation, provided that such resolution shall not include any admission
                                         of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject
                                         the Trustee to any form of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, or otherwise, documents relating to the management, operation,
                                         maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
                                         agreements and requests by any borrower with respect to modifications of the standards
                                         of operation and management of such Mortgaged Properties or the replacement of asset
                                         managers), documents exercising any or all of the rights, powers and privileges granted
                                         or provided to the holder of any Mortgage Loan under the related loan documents, lease
                                         subordination agreements, non-disturbance and attornment agreements or other leasing
                                         or rental arrangements, managing agreements, any easements, covenants, conditions, restrictions,
                                         equitable servitudes, or land use or zoning requirements with respect to the Mortgaged
                                         Properties, instruments relating to the custody of any collateral that now secures or
                                         hereafter may secure any Mortgage Loan and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Master Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of [EXECUTION DATE OF POA].


 






    AA-1-4


     


    

 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Benchmark 2019-B12 Mortgage Trust has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.


 






    AA-1-5


     


    

 





	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee for Benchmark 2019-B12 Mortgage Trust	 
	 	 	 
		By: 	    	 

	 	 	    Name:
	 	 	    Title:


 





	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 



 


	Prepared by:	 
	 	 
	Name:	 
	Title:	 






  


		Address:	Wilmington
                                         Trust, National Association






1100
North Market Street 


Wilmington,
Delaware 19890


 





	A
    notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
    to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.



 





STATE
OF DELAWARE 


COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________, who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 






    AA-1-6


     


    

 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 





	WITNESS
                           my hand and official seal. 


(SEAL)

 


	
	 	Signature
    of Notary Public



 






    AA-1-7


     


    







 


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY: 


 


[Midland
Loan Services, a Division of PNC Bank, National Association, 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Fax
number: 1 888 706 3565]


 


[Pacific
Life Insurance Company 


700
Newport Center Drive 


Newport
Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com





with
a copy to: chris.dallas@pacificlife.com]


 


[Trimont
Real Estate Advisors, LLC 


One
Alliance Center 


3500
Lenox Road NE, Suite G1 


Atlanta,
Georgia 30326 


Attention:
CMBS Special Servicing 


Email:
CMBSServicing@trimontrea.com and legaldepartment@trimontrea.com]


 





	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE



 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement, dated as of August 1, 2019 (the
“Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as a special servicer [(in such capacity, the “Special Servicer”)], Pacific Life Insurance Company, solely
with respect to the Woodlands Mall Loan Combination, as a special servicer [(in such capacity, the “Special Servicer”)],
Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a special servicer [(in such capacity,
the “Special Servicer”)], Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer,
Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, relating to the Benchmark
2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12, hereby constitutes and appoints the Special
Servicer, by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage


 






    AA-2-1


     


    

 





Loans”)
serviced by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items (1) through (13) below with respect to
the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not
otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification
                                         or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the sale or repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 






    AA-2-2


     


    

 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 






    AA-2-3


     


    

 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental



 






    AA-2-4


     


    

 


	 	 	arrangements,
                                         managing agreements, any easements, covenants, conditions, restrictions, equitable servitudes,
                                         or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
                                         instruments relating to the custody of any collateral that now secures or hereafter may
                                         secure any Mortgage Loan and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of [EXECUTION DATE OF POA].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Special Servicer receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, National Association, then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Special Servicer under the Agreement or to allow
the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 






    AA-2-5


     


    

 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Benchmark 2019-B12 Mortgage Trust has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.


 








	 	Wilmington Trust, National Association, as Trustee for Benchmark 2019-B12 Mortgage Trust	 
	 	 	 
		By:  	    	 
	 	 	    Name:
	 	 	    Title:


 





	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 



 


	Prepared by:	 
	 	 
	Name:	 
	Title:	 






 


		Address:	Wilmington
                                         Trust, National Association






1100
North Market Street


Wilmington,
Delaware 19890


 






    AA-2-6


     


    

 





	A
    notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
    to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.





 


STATE
OF DELAWARE 


COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 





	WITNESS
                           my hand and official seal. 


(SEAL)

 


	 
	 	Signature
    of Notary Public





 






    AA-2-7


     


    

 


EXHIBIT
BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution
    Date	 	Balance	 	Distribution
    Date	 	Balance
	9/15/2019	 	 	$22,612,000.00	 	 	 	8/15/2024	 	 	$22,612,000.00	 
	10/15/2019	 	 	$22,612,000.00	 	 	 	9/15/2024	 	 	$22,612,000.00	 
	11/15/2019	 	 	$22,612,000.00	 	 	 	10/15/2024	 	 	$22,612,000.00	 
	12/15/2019	 	 	$22,612,000.00	 	 	 	11/15/2024	 	 	$22,608,834.28	 
	1/15/2020	 	 	$22,612,000.00	 	 	 	12/15/2024	 	 	$22,178,690.64	 
	2/15/2020	 	 	$22,612,000.00	 	 	 	1/15/2025	 	 	$21,775,822.99	 
	3/15/2020	 	 	$22,612,000.00	 	 	 	2/15/2025	 	 	$21,371,410.85	 
	4/15/2020	 	 	$22,612,000.00	 	 	 	3/15/2025	 	 	$20,879,129.91	 
	5/15/2020	 	 	$22,612,000.00	 	 	 	4/15/2025	 	 	$20,471,277.56	 
	6/15/2020	 	 	$22,612,000.00	 	 	 	5/15/2025	 	 	$20,033,200.17	 
	7/15/2020	 	 	$22,612,000.00	 	 	 	6/15/2025	 	 	$19,622,103.81	 
	8/15/2020	 	 	$22,612,000.00	 	 	 	7/15/2025	 	 	$19,180,874.99	 
	9/15/2020	 	 	$22,612,000.00	 	 	 	8/15/2025	 	 	$18,766,510.05	 
	10/15/2020	 	 	$22,612,000.00	 	 	 	9/15/2025	 	 	$18,350,556.44	 
	11/15/2020	 	 	$22,612,000.00	 	 	 	10/15/2025	 	 	$17,904,608.99	 
	12/15/2020	 	 	$22,612,000.00	 	 	 	11/15/2025	 	 	$17,485,350.00	 
	1/15/2021	 	 	$22,612,000.00	 	 	 	12/15/2025	 	 	$17,036,191.50	 
	2/15/2021	 	 	$22,612,000.00	 	 	 	1/15/2026	 	 	$16,613,602.08	 
	3/15/2021	 	 	$22,612,000.00	 	 	 	2/15/2026	 	 	$16,189,392.38	 
	4/15/2021	 	 	$22,612,000.00	 	 	 	3/15/2026	 	 	$15,679,161.06	 
	5/15/2021	 	 	$22,612,000.00	 	 	 	4/15/2026	 	 	$15,251,366.07	 
	6/15/2021	 	 	$22,612,000.00	 	 	 	5/15/2026	 	 	$14,793,915.18	 
	7/15/2021	 	 	$22,612,000.00	 	 	 	6/15/2026	 	 	$14,362,429.03	 
	8/15/2021	 	 	$22,612,000.00	 	 	 	7/15/2026	 	 	$13,911,688.87	 
	9/15/2021	 	 	$22,612,000.00	 	 	 	8/15/2026	 	 	$13,486,329.52	 
	10/15/2021	 	 	$22,612,000.00	 	 	 	9/15/2026	 	 	$13,059,342.41	 
	11/15/2021	 	 	$22,612,000.00	 	 	 	10/15/2026	 	 	$12,603,775.74	 
	12/15/2021	 	 	$22,612,000.00	 	 	 	11/15/2026	 	 	$12,173,410.50	 
	1/15/2022	 	 	$22,612,000.00	 	 	 	12/15/2026	 	 	$11,714,562.14	 
	2/15/2022	 	 	$22,612,000.00	 	 	 	1/15/2027	 	 	$11,280,793.23	 
	3/15/2022	 	 	$22,612,000.00	 	 	 	2/15/2027	 	 	$10,845,364.29	 
	4/15/2022	 	 	$22,612,000.00	 	 	 	3/15/2027	 	 	$10,328,252.42	 
	5/15/2022	 	 	$22,612,000.00	 	 	 	4/15/2027	 	 	$9,889,175.93	 
	6/15/2022	 	 	$22,612,000.00	 	 	 	5/15/2027	 	 	$9,421,864.98	 
	7/15/2022	 	 	$22,612,000.00	 	 	 	6/15/2027	 	 	$8,979,318.94	 
	8/15/2022	 	 	$22,612,000.00	 	 	 	7/15/2027	 	 	$8,508,637.49	 
	9/15/2022	 	 	$22,612,000.00	 	 	 	8/15/2027	 	 	$8,062,595.66	 
	10/15/2022	 	 	$22,612,000.00	 	 	 	9/15/2027	 	 	$7,614,846.73	 
	11/15/2022	 	 	$22,612,000.00	 	 	 	10/15/2027	 	 	$7,139,110.92	 
	12/15/2022	 	 	$22,612,000.00	 	 	 	11/15/2027	 	 	$6,687,826.87	 
	1/15/2023	 	 	$22,612,000.00	 	 	 	12/15/2027	 	 	$6,208,656.85	 
	2/15/2023	 	 	$22,612,000.00	 	 	 	1/15/2028	 	 	$5,753,810.94	 
	3/15/2023	 	 	$22,612,000.00	 	 	 	2/15/2028	 	 	$5,297,224.16	 
	4/15/2023	 	 	$22,612,000.00	 	 	 	3/15/2028	 	 	$4,786,915.73	 
	5/15/2023	 	 	$22,612,000.00	 	 	 	4/15/2028	 	 	$4,326,626.83	 
	6/15/2023	 	 	$22,612,000.00	 	 	 	5/15/2028	 	 	$3,838,709.01	 
	7/15/2023	 	 	$22,612,000.00	 	 	 	6/15/2028	 	 	$3,374,790.14	 
	8/15/2023	 	 	$22,612,000.00	 	 	 	7/15/2028	 	 	$2,883,345.98	 
	9/15/2023	 	 	$22,612,000.00	 	 	 	8/15/2028	 	 	$2,415,769.71	 
	10/15/2023	 	 	$22,612,000.00	 	 	 	9/15/2028	 	 	$1,946,403.74	 
	11/15/2023	 	 	$22,612,000.00	 	 	 	10/15/2028	 	 	$1,449,667.97	 
	12/15/2023	 	 	$22,612,000.00	 	 	 	11/15/2028	 	 	$976,603.40	 
	1/15/2024	 	 	$22,612,000.00	 	 	 	12/15/2028	 	 	$476,274.60	 
	2/15/2024	 	 	$22,612,000.00	 	 	 	1/15/2029	 	 	$0.00	 
	3/15/2024	 	 	$22,612,000.00	 	 	 	and
    thereafter	 	 	 	 
	4/15/2024	 	 	$22,612,000.00	 	 	 	 	 	 	 	 
	5/15/2024	 	 	$22,612,000.00	 	 	 	 	 	 	 	 
	6/15/2024	 	 	$22,612,000.00	 	 	 	 	 	 	 	 
	7/15/2024	 	 	$22,612,000.00	 	 	 	 	 	 	 	 




 






    BB-1


     


    




 


EXHIBIT
CC-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor 

        New
        York, New York 10013 

        Attention:
        Richard Simpson 

        Telecopy
        number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com 
	 	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor 

        New
        York, New York 10013 

        Attention:
        Ryan M. O’Connor 

        Telecopy
        number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

         

	Citigroup
                                         Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco 

        Telecopy
        number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

        
	 	 


 





		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing
Agreement, dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors,
LLC, each as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 






    CC-1-1


     


    

 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 





	 	Very truly yours,
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    CC-1-2


     


    

 





EXHIBIT
CC-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	Midland
                                         Loan Services, a Division of 

PNC Bank, National Association, 

        as Master Servicer

                                         10851 Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	 	Citigroup
                                         Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        

        Telecopy
        number: (347) 394-0898 

        E-mail:
        raul.d.orozco@citi.com

         

	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor 

        New
        York, New York 10013 

        Attention:
        Richard Simpson 

        Telecopy
        number: (646) 328-2943 

        E-mail:
        richard.simpson@citi.com

        
	 	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor 

        New
        York, New York 10013 

        Attention:
        Ryan M. O’Connor 

        Telecopy
        number: (646) 862-8988 

        E-mail:
        ryan.m.oconnor@citi.com

        



 





		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a
Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as the Depositor and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner


 






    CC-2-1


     


    

 


which
would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor has received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1),


 






    CC-2-2


     


    




 


(2),
(3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs.
The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as
a result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or
any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and
only if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the
Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such other Person’s
auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement. 


 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title





 


 






    CC-2-3


     


    




EXHIBIT
DD


 


FORM
OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	S&P
                                         Global Ratings






55
Water Street, 41st Floor 


New
York, New York 10041 


Attention:
Commercial Mortgage Surveillance Manager 


Email:
cmbs_info_17g5@standardandpoors.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


 


Morningstar
Credit Ratings, LLC

4 World Trade Center, 48th Floor

150 Greenwich Street

New York, New York 10007

Attention: CMBS Surveillance – Group Head

E-mail: cmbsratings@morningstar.com


 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement,
                                         dated as of August 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer,
                                         Midland Loan Services, a Division of PNC Bank, National Association, Pacific Life Insurance
                                         Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Trimont Real
                                         Estate Advisors, LLC, as a Special Servicer, Pentalpha Surveillance LLC, as Operating
                                         Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
                                         and Wilmington Trust, National Association, as Trustee.



 


		Date:	____________,
                                         20___ 



 


		Re:	Benchmark
                                         2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12
                                         [Mortgage Loan][Trust Subordinate Companion Loan] (the “Subject Mortgage Loan”)
                                         heretofore secured by real property known as ____________ [Include the following, with
                                         appropriate modification, if there is pari passu or AB debt: as evidenced by that certain
                                         Promissory Note [A-[_]][A] in the amount of $____________, which Promissory Note [A-[_]][A]
                                         is owned by the Trust, and Promissory Note [___] in the amount of $_____________, which
                                         Promissory Note [___] is owned by ________________.]



 






    DD-1


     


    

 


Capitalized
terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE
STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE
SERVICING STANDARD SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT
INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER
THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.


 


We
hereby notify you and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse
effect on the Subject Mortgage Loan or the defeasance transaction:


 


1.       The
Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


____
a full defeasance of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____
a partial defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance
of the Subject Mortgage Loan ($____________).


 


2.       The
defeasance was consummated on ____________, 20__.


 


3.       The
defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.


 


[Include
the following if there is pari passu or AB debt:


 


4.       In
accordance with the Loan Documents, the defeasance occurred such that:


 


____
Promissory Notes [A-[__]][A] and [___] were defeased simultaneously in their entirety; or


 


____
Promissory Note [___] was paid off in full.]


 


5.       To
the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior secured
debt, pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following:
[Describe debt and holder of the debt and if it was paid off or defeased].


 






    DD-2


     


    

 


6.             The
defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct
debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage
Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations
of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		●	Such
                                         securities are eligible under TLGP;



 


		●	The
                                         master servicer (and the trustee, if it serves as the back-up advancing agent for the
                                         transaction) has waived its right to (i) collect interest on advances made on behalf
                                         of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making
                                         demand on the FDIC;



 


		●	If
                                         the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the
                                         criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance
                                         collateral to cover potential delays in receipt of the balloon payment;



 


		●	The
                                         TLGP securities mature before June 30, 2012; and



 


		●	The
                                         master servicer’s error and omissions insurance policy covers losses to the CMBS
                                         trust caused by the master servicer’s failure to make timely demand on the FDIC’s
                                         guarantee.



 


7.             After
the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is
the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions
in its organizational documents substantially similar to those contained in the organizational documents of the original Mortgagor
with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator
of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard
& Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s
criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the original Mortgagor)
real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).


 


8.            If
such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the
Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date Statement received by the
Master Servicer (the “Current Report”), except to the extent the


 






    DD-3


     


    

 


Defeasance
Obligor is of the type specified in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans
that it may hold.


 


9.       The
defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.       The
securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled
payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in
the loan documents (the “Scheduled Payments”).


 


11.       The
Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from the
defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Monthly Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,]
the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv)
interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s
interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other
than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest
expense.


 


12.       The
Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause any
Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the Defeasance
Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee
will have a perfected, first priority security interest in the defeasance collateral.


 


13.       The
agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide
for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering
the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii)
permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Subject
Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary
substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver
of such representations and covenants.


 






    DD-4


     


    

 


14.       At
the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage
Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z)
a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


15.       Copies
of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items
delivered in connection with the defeasance will be provided to you upon request.


 


16.       The
individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN
WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above.


 





	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    DD-5


     


    

 


EXHIBIT
A


 


Exceptions


 






    DD-6


     


    

 


EXHIBIT
B


 


Sample
Perfected Security Interest Representations


 


General:


 


1.       [The
defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note
that “Collateral” means securities, permitted investments and other assets credited to securities accounts.


 


1.       The
[Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.       All
of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities
Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning
of the UCC.


 


Creation:


 


1.       The
Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.       [Debtor]
has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its
interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.       [Debtor]
has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral,
Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.       [Debtor]
has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank has
agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition
of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.       [Debtor]
has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person
having a security entitlement against the securities intermediary in the [Securities Account].


 


4.       To
the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder
of the [Deposit Account].


 






    DD-7


     


    

 


Priority:


 


1.       Other
than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien
filings against [Debtor].


 


2.       The
[Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The
[Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account]
to comply with entitlement orders or instructions of any person other than the [Secured Party].


 






    DD-8


     


    

 


EXHIBIT
EE


 


[reserved]


 






    EE-1


     


    

 


EXHIBIT
FF-1


 


FORM
OF NOTICE REGARDING OUTSIDE 


 SERVICED
MORTGAGE LOAN


(30
Hudson Yards)


 


[Date]




 


	Wilmington
                                         Trust, National Association 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee – Hudson Yards 2019-30HY 

        with
        a copy to: 

        E-mail:
        cmbstrustee@wilmingtontrust.com

         
	Wells
                                         Fargo Bank, National Association, 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services – Hudson Yards 2019-30HY

         

        with
        a copy to:

         

        Facsimile
        number: (410) 715-2380 

        E-mail:
        cts.cmbs.bond.admin@wellsfargo.com and 

        trustadministrationgroup@wellsfargo.com

         

	Wells
                                         Fargo Bank, National Association 

        Commercial
        Mortgage Servicing 

        Three
        Wells Fargo 

        401
        South Tryon Street, 8th Floor 

        MAC
        D1050-084 

        Charlotte,
        North Carolina 28202 

        Attention:
        Hudson Yards 2019-30HY Asset Manager 

        Facsimile
        number: (704) 715-0036 

        With
        a copy by email to: commercial.servicing@wellsfargo.com

         

        with
        a copy to:

         

        Wells
        Fargo Bank, National Association 

        Legal
        Department 

        301
        South College Street 

        Charlotte,
        North Carolina 28202-0166 

        Attention:
        Commercial Mortgage Servicing Legal Support 

        Facsimile
        number: (704) 383-0353 

        Reference:
        Hudson Yards 2019-30HY

         

        with
        a copy to:

         

        
	Wells
                                         Fargo Bank, N.A., 

        1055
        10th Avenue SE 

        Minneapolis,
        Minnesota 55414 

        Attention:
        Document Custody Group Hudson Yards 2019-30HY 

        E-mail:
        cmbscustody@wellsfargo.com

         

        Situs
        Holdings, LLC 

        101
        Montgomery Street, Suite 2250 

        San
        Francisco, California 94104 

        Attention:
        Stacey Ciarlanti 

        E-mail:
        stacey.ciarlanti@situs.com

         

        with
        a copy to:

         

        Situs
        Group, LLC 

        5065
        Westheimer, Suite 700E 

        Houston,
        Texas 77056 

        Attention:
        Legal Department 

        E-mail:
        legal@situs.com;

         




 






    FF-1-1


     


    

 


	K&L
                                         Gates LLP 

        Hearst
        Tower, 47th Floor 

        214
        North Tryon Street 

        Charlotte,
        North Carolina 28202 

        Attention:
        Stacy G. Ackermann 

        Reference:
        Hudson Yards 2019-30HY 

        Fax
        Number: (704) 353-3190 

        Email:
        stacy.ackermann@klgates.com

        



 





		Re:	Hudson
                                         Yards 2019 30HY Mortgage Trust Commercial Mortgage Pass Through Certificates, Series
                                         2019 30HY



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of July 6, 2019 (the “HY 2019-30HY TSA”), between
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
Situs Holdings, LLC, as special servicer, Wilmington Trust, National Association, as trustee and Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian. Capitalized terms used but not defined herein shall have the meanings
given to them in the HY 2019-30HY TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B12 Trust as
of August 8, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	30
    Hudson Yards	Notes
    A-1-C4, A-1-C5, A-1-C10


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be,


 






    FF-1-2


     


    

 


to
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the Companion
Loan Holders with respect to the Subject Serviced Companion Loans under the HY 2019-30HY TSA and the Co-Lender Agreement, respectively.
The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as
follows:


 


Bank:
PNC Bank, N.A. 


Account
Name:         Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
Benchmark 2019-B12 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12


Account
#: 1069960995


 


2.       The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee – Benchmark 2019-B12 

        Fax
        number: (302) 636-4140 

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A. 

        388
        Greenwich Street 

        New
        York, New York 10013 

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12 

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

        

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, 

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head 

        Fax
        number: 1-888-706-3565 

        




 




 



    FF-1-3


     


    

 





	 	with
                                         a copy to:

                                                                                                                                                                       



                                                                                Stinson
                                         LLP

                                                                                1201
                                         Walnut Street, Suite 2900

                                                                                Kansas
                                         City, Missouri 64106-2150

                                                                                Attention:
                                         Kenda K. Tomes

                                                                                Fax
                                         number: (816) 412-9338

                                                                                and
                                         with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with
                                         a copy to AskMidland@midlandls.com, solely with respect to notices under Section
                                         12.06 and Section 12.13 of the B12 PSA)

	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor 

        New
        York, New York 10013 

        Attention:
        Richard Simpson 

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor 

        New
        York, New York 10013 

        Attention:
        Raul Orozco 

        Fax
        number: (347) 394-0898

        

        







 



    FF-1-4


     


    

 





	 	 

                                                                                 with
                                         a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com 

        and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.       The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 





	 	Very
               truly yours,
	 	 	 
		By:	

                                            
	 	 	    Name:
	 	 	    Title:


 






    FF-1-5


     


    

  


EXHIBIT
FF-2


 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(Osborn
Triangle)


 


[Date]








	Wells
                                         Fargo Bank, National Association, 

        9062
        Old Annapolis Road 

        Columbia,
        Maryland 21045

        Attention: Corporate Trust Services (CMBS) – Osborn Triangle - 2019-OSB 

        with
        a copy to:

        Fax Number: (410) 715-2380

        E Mail: cts.cmbs.bond.admin@wellsfargo.com,
        and to

        trustadministrationgroup@wellsfargo.com

         
	Wells
                                         Fargo Bank, National Association, 

        1055
        10th Avenue, Southeast 

        Minneapolis,
        Minnesota 55414 

        Attention:
        CTS – Document Custody Group JPMCC 2019-OSB 

        with
        a copy to:

         

        E-mail:
        cmbscustody@wellsfargo.com

         

	KeyBank
                                         National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Michael Tilden 

        Facsimile:
        (877) 379-1625

        

        Email:
        michael_a_tilden @keybank.com

         

        with
        a copy to:

         

        Polsinelli 

        900
        West 48th Place, Suite 900 

        Kansas
        City, Missouri 64112 

        Attention:
        Kraig Kohring 

        Facsimile:
        (816) 753-1536 

        Email:
        kkohring@polsinelli.com

         
	Situs
                                         Holdings, LLC 

        101
        Montgomery Street, Suite 2250 

        San
        Francisco, California 94104 

        Attention:
        Stacey Ciarlanti 

        E-mail:
        stacey.ciarlanti@situs.com;

         

        with
        a copy to:

         

        Situs
        Group, LLC 

        5065
        Westheimer, Suite 700E 

        Houston,
        Texas 77056 

        Attention:
        Legal Department 

        E-mail:
        legal@situs.com

         

	Park
                                         Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016 

        Attention:
        JPMCC 2019-OSB – Surveillance Manager

         

        with
        a copy sent contemporaneously to: 

        cmbs.notices@parkbridgefinancial.com

         
	 


 






    FF-2-1


     


    

 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2019-OSB, Commercial Mortgage Pass
                                         Through Certificates, Series 2019-OSB 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of June 13, 2019 (the “JPMCC 2019-OSB TSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer, Situs
Holdings, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Park
Bridge Lender Services LLC, as operating advisor. Capitalized terms used but not defined herein shall have the meanings given
to them in the JPMCC 2019-OSB TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B12 Trust as
of August 8, 2019 (the “Closing Date”), including the following Companion Loan (the “Subject Serviced
Companion Loan”):


 


	Promissory
    Note(s) evidencing Subject Serviced Companion Loan
	Note
    A-2


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holder with respect to the Subject
Serviced Companion Loan under the JPMCC 2019-OSB TSA and the Co-Lender Agreement, respectively. The wire instructions for Midland
Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


 






    FF-2-2


     


    

 


Account
Name:         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12


 


Account
#: 1069960995


 


2.       The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        Attention:
        CMBS Trustee – Benchmark 2019-B12 

        Fax
        number: (302) 636-4140 

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A. 

        388
        Greenwich Street 

        New
        York, New York 10013 

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12 

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

        

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, 

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head 

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP 

        1201
        Walnut Street, Suite 2900 

        Kansas
        City, Missouri 64106-2150 

        Attention:
        Kenda K. Tomes 

        Fax
        number: (816) 412-9338

        

        

        




 






    FF-2-3


     


    

 


	 	

                                                                                 

                                                                                and with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to:

        notices@pentalphasurveillance.com
        

        (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor 

        New
        York, New York 10013 

        Attention:
        Richard Simpson 

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc. 

        390
        Greenwich Street, 5th Floor 

        New
        York, New York 10013 

        Attention:
        Raul Orozco 

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 17th Floor 

        New
        York, New York 10013 

        Attention:
        Ryan M. O’Connor 

        Fax
        number: (646) 862-8988

        

        




 






    FF-2-4


     


    

 


		
        

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

        




 


 


3.       The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 





	 	Very
               truly yours,
	 	 	 
		By:	

                                         
	 	 	Name:
	 	 	Title:


 





    FF-2-5


     


    






EXHIBIT
FF-3


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(1000
Santa Monica Boulevard)


 





[Date]


 


	Wells
                                         Fargo Bank, National Association

        

        Corporate
        Trust Services

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045-1951

        

        Attention:
        Corporate Trust Services — NCMS 2019-10K

        

        with
        a copy to:

         

        E
        mail: cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com

         
	Wells
                                         Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045-1951

        

        Attention:
        CMBS – Corporate Trust Services NCMS 2019-10K

        

        Telephone:
        (410) 884-2000

        

        with
        a copy to:

         

        E
        mail: trustadministrationgroup@wellsfargo.com; cts.cmbs.bond.admin@wellsfargo.com

         

	KeyBank
                                         National Association

        

        11501
        Outlook Street, Suite 300

        

        Overland
        Park, Kansas 66211

        

        Attention:
        Michael Tilden

        

        E
        mail: Michael_a_tilden@keybank.com

         

        with
        a copy to:

         

        Polsinelli

        

        900
        West 48th Place, Suite 900

        

        Kansas
        City, Missouri 64112

        

        Attention:
        Kraig Kohring

        

        E
        mail: kkhoring@polsinelli.com

         
	KeyBank
                                         National Association

        

        11501
        Outlook Street, Suite 300

        

        Overland
        Park, Kansas 66211

        

        Attention:
        Alan Williams

        

        E
        mail: keybank_notices@keybank.com

         

        with
        a copy to:

         

        Polsinelli

        

        900
        West 48th Place, Suite 900

        

        Kansas
        City, Missouri 64112

        

        Attention:
        Kraig Kohring

        

        E
        mail: kkhoring@polsinelli.com

        

	Wells
                                         Fargo Bank, National Association

        

        1055
        10th Avenue SE

        

        Minneapolis,
        Minnesota 55414

        

        Attention:
        Mortgage Document Custody Services – NCMS 2019-10K

        

        E
        mail: cmbscustody@wellsfargo.com

         
	


 


		Re:	Natixis
                                         Commercial Mortgage Securities Trust 2019-10K, Commercial Mortgage Pass Through Certificates,
                                         Series 2019-10K



 


Ladies
and Gentlemen:


 






    FF-3-1


     


    

 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of June 4, 2019 (the “NCMS 2019-10K TSA”), between
Natixis Commercial Mortgage Securities, LLC, as depositor, KeyBank National Association, as servicer and special servicer, and
Wells Fargo Bank, National Association, as trustee and certificate administrator. Capitalized terms used but not defined herein
shall have the meanings given to them in the NCMS 2019-10K TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B12 Trust as
of August 8, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	Notes
    A-3, A-4 and A-6


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the
Subject Serviced Companion Loans under the NCMS 2019-10K TSA and the Co-Lender Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





Account
Name:         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12




Account
#: 1069960995


 






    FF-3-2


     


    

 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

        

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

        




 









    FF-3-3


     


    

 


	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

        



 






    FF-3-4


     


    

 


3.             The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 














	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    FF-3-5


     


    

 


EXHIBIT
FF-4


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(3
Columbus Circle)


 


[Date]





 


	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045-1951

                                         Attention: Corporate Trust Services (CMBS) – BMARK 2019-B10

         

        with
        copies to:

         

        cts.cmbs.bond.admin@wellsfargo.com;
and trustadministrationgroup@wellfargo.com.
	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045-1951

                                         Attention: Corporate Trust Services (CMBS) – BMARK 2019-B10

         

        with
        copies to:

         

        cts.cmbs.bond.admin@wellsfargo.com;
        and trustadministrationgroup@wellfargo.com.

         

	KeyBank
                                         National Association

                                         11501 Outlook Street, Suite 300

                                         Overland Park, Kansas 66211

                                         Attention: Michael Tilden

                                         Facsimile: (877) 379-1625

                                         Email: michael_a_tilden@keybank.com

         

        with
        a copy to:

        

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Facsimile: (816) 753-1536

        Email: kkohring@polsinelli.com

         
	LNR
    Partners, LLC

    1601 Washington Avenue, Suite 700

    Miami Beach, Florida 33139

    Attention: Heather Bennett and Job Warshaw

    

    with a copy to:

    

    Email: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com and 

    lnr.cmbs.notices@lnrproperty.com
	Pentalpha
                                         Surveillance LLC

                                         Two Greenwich Office Park

                                         Greenwich, Connecticut 06831

                                         Attention: BMARK 2019-B10 – Surveillance Manager

                                         

                                         with a copy sent via email to: 

notices@pentalphasurveillance.com with

                                         BMARK 2019-B10 in the subject line

         

        with
a copy to:
	Pentalpha
                                         Surveillance LLC

                                         Two Greenwich Office Park

                                         Greenwich, Connecticut 06831

                                         Attention: BMARK 2019-B10 – Surveillance Manager

                                         

                                         with a copy sent via email to: 

notices@pentalphasurveillance.com with

                                         BMARK 2019-B10 in the subject line

         

        with
        a copy to:

        

        

        




 



    FF-4-1


     


    




 


	Bass, Berry
    & Sims PLC   
 150 Third Avenue South  
  Suite 2800 
   Nashville, Tennessee 37201  
  Attention: Jay H.
    Knight  
  Email: jknight@bassberry.com	Bass, Berry &
    Sims PLC   
 150 Third Avenue South  
  Suite 2800 
   Nashville, Tennessee 37201  
  Attention: Jay H.
    Knight  
  Email: jknight@bassberry.com
	 	 
	Wells
                                         Fargo Bank, N.A.

        

        Document
        Custody Group

        

        1055
        10th Avenue SE

        

        Minneapolis,
        Minnesota 55414

        

        Attention:
        BMARK 2019-B10 – Document Custody Group

        

        Email:
CMBSCustody@wellsfargo.com
	 


 


		Re:	Benchmark
                                         2019-B10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B10



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of April 1, 2019 (the “BMARK 2019-B10 PSA”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR
Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Pentalpha
Surveillance LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein shall
have the meanings given to them in the BMARK 2019-B10 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial mortgage loans were transferred to the B12 Trust as of August 8, 2019
(the “Closing Date”), including the following Serviced Pari Passu Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)



 






    FF-4-2


     


    

 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)



	3
    Columbus Circle	Notes
    A-1-2-B and A-1-7


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Noteholder with respect
to the Subject Serviced Companion Loans under the BMARK 2019-B10 PSA and the 3 Columbus Circle Co-Lender Agreement, respectively.
The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as
follows:


 


Bank:
PNC Bank, N.A.


Account
Name: Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12


Account
#: 1069960995


 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

         

	B12
    Certificate Administrator:	Citibank,
    N.A.
388 Greenwich Street



 









    FF-4-3


     


    

 


		

         

        

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

         

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

         

	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 in the subject line)

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        

        




 


 






    FF-4-4


     


    

 


	 	Email:
        jknight@bassberry.com
	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

         



 


3.             The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 






    FF-4-5


     


    

  





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 












    FF-4-6


     


    

 


EXHIBIT
FF-5


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(250
Livingston and Waterfront Plaza)


 


[Date]





 


	Wells
                                         Fargo Bank, National Association,

        

              as
        Trustee

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – GSMS 2019-GC40

         

        with
        a copy to:

         

        cts.cmbs.bond.admin@wellsfargo.com,
        and to trustadministrationgroup@wellsfargo.com.

         
	Wells
                                         Fargo Bank, National Association,

        

             as
        Certificate Administrator

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        GS Mortgage Securities Trust 2019-GC40

        Fax number: (410) 715-2380

        

        with a copy to:

        

        cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com.

         

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

        

             as
        Master Servicer and as Special 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

         
	Pentalpha
                                         Surveillance LLC,

             as
Operating Advisor and as Asset Representations Reviewer

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        GSMS 2019-GC40 Transaction Manager

         

        with
        a copy sent via e-mail to:

         

        notices@pentalphasurveillance.com
        with GSMS 2019-GC40 in the subject line

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800 Nashville, Tennessee 37201

        

        Attention:
        Jay H. Knight

        

        E-mail:
        jknight@bassberry.com

         

	Wells
                                         Fargo Bank, National Association,

             as
Custodian

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414


 
	 



 






    FF-5-1


     


    




 


	Attention: Document Custody Group – GSMS 2019-GC40

                                                                                                     

                                                                                with a copy to:

                                                                                

                                                                                cmbscustody@wellsfargo.com
	 


 


		Re:	GS
                                         Mortgage Securities Trust 2019-GC40, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-GC40



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “GSMS 2019-GC40 PSA”),
between GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator and
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the GSMS 2019-GC40 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial mortgage loans were transferred to the B12 Trust as of August 8, 2019
(the “Closing Date”), including the following Serviced Pari Passu Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	250
    Livingston	Note
    A-2
	Waterfront
    Plaza	Notes
    A-2 and A-4


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan


 






    FF-5-2


     


    

 


Services,
a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the B12 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the Serviced Companion Noteholders with respect to the Subject Serviced Companion Loans
under the GSMS 2019-GC40 PSA and the related Co-Lender Agreements, respectively. The wire instructions for Midland Loan Services,
a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





Account
Name: Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12





Account
#: 1069960995


 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

         







	B12
    Master Servicer and B12 Special Servicer:	Midland Loan Services, a Division of PNC Bank,

                                                                                                                                                     National Association,

                                                                                10851
        Mastin Street, Suite 700

                                                                                Overland
        Park, Kansas 66210




 


 






    FF-5-3


     


    

 


		

        

        

        

        

        

        

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

         

	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.388
        Greenwich Street, 6th Floor

                                                                                New
                                         York, New York 10013

                                                                                Attention:
        Richard Simpson

                                                                                Fax
        number: (646) 328-2943

                                                                                 

                                                                                with
        a copy to:

                                                                                 

                                                                                Citigroup
        Commercial Mortgage Securities Inc.

                                                                                390
Greenwich Street, 5th Floor 




 









    FF-5-4


     


    




 


		
        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

         



 


3.             The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 


 


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 






    FF-5-5


     


    

 


EXHIBIT
FF-6


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(Grand
Canal Shoppes)


 









    FF-6-1


     


    

 


[Date]








	Wells Fargo Bank, National Association,
       as Trustee and Certificate Administrator
 9062 Old Annapolis Road
 Columbia, Maryland 21045
 Attention: Corporate Trust Services – MSC 2019-H7
 With a copy by email 

to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com

                                                                                 
	Wells
    Fargo Bank, National Association, 

          as Custodian

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Risk Retention Custody (CMBS) – MSC 2019-H7

    

    with a copy 

to: riskretentioncustody@wellsfargo.com
	Midland
                                         Loan Services, a Division of PNC Bank, National Association

                                         10851 Mastin Street, Suite 700

                                         Overland Park, Kansas 66210

                                         Attention: Executive Vice President – Division Head

                                         Facsimile: (888) 706-3565

                                         Email: NoticeAdmin@midlandls.com

         

        with
        a copy to:

        

        Stinson LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         
	LNR
                                         Partners, LLC

                                         1601 Washington Avenue, Suite 700

                                         Miami Beach, Florida 33139

                                         Attention: Heather Bennett and Job Warshaw

                                         Facsimile number: (305) 695-5601

                                         With a copy by email to: 

hbennett@starwood.com,

         

        jwarshaw@lnrpartners.com
        and 

lnr.cmbs.notices@lnrproperty.com

         

	Pentalpha
                                         Surveillance LLC,

                                               as Operating Advisor and as Asset

                                                                                                                        Representations Reviewer

                                         375 N. French Road, Suite 100

                                         Amherst, New York 14228

                                         Attention: MSC 2019-H7 Transaction Manager

                                         With a copy sent via email to notices@pentalphasurveillance.com with MSC
                                         2019-H7 in the subject line)

         

        With
a copy to:



Bass, Berry Sims PLC

150 Third Avenue South, Suite 2800

Nashville Tennessee 37201

Attention: Jay H. Knight 
	 


 






    FF-6-2


     


    

 


Email: jknight@bassberry.com


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-H7



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2019 (the “MSC 2019-H7 PSA”), between
Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the MSC 2019-H7 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial mortgage loans were transferred to the B12 Trust as of August 8, 2019
(the “Closing Date”), including the following Serviced Pari Passu Companion Loan (the “Subject Serviced
Companion Loan”):


 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Grand
    Canal Shoppes	Note
    A-3-1


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholder with respect
to the Subject Serviced Companion Loan under the MSC 2019-H7 PSA and the Grand Canal Shoppes Intercreditor Agreement, respectively.
The wire instructions for


 






    FF-6-3


     


    

 


Midland
Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





Account
Name:         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12





Account
#: 1069960995


 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

        

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        




 






    FF-6-4


     


    

 


	 	1201 Walnut Street, Suite 2900

                                                                                Kansas
        City, Missouri 64106-2150

                                                                                Attention:
        Kenda K. Tomes

                                                                                Fax
        number: (816) 412-9338

                                                                                 

                                                                                and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

                                                                                 

	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        




 


 



    FF-6-5


     


    




 


		
		
        388 Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com





 

3.             The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    FF-6-6


     


    

 


EXHIBIT
FF-7


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(Vie
Portfolio)


 


[Date]








	Wells
                                         Fargo Bank, National Association,

                                               as Trustee and Certificate Administrator

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045-1951

        

        Attention:
        Corporate Trust Services (CMBS)

        

        JPMCC
        Commercial Mortgage Securities Trust 2019-COR5

         

        with
        a copy to:

         

        Telecopy
        Number: (410) 715-2380

        

        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com, and to

        

        trustadministrationgroup@wellsfargo.com.

         
	Wells
                                         Fargo Bank, National Association

                                              as Custodian

                                         1055 10th Ave SE

                                         Minneapolis, Minnesota 55414

                                         Attn: Document Custody Group: JPMCC 2019-COR5

                                         

                                         with a copy to:

                                         

                                         Email: cmbscustody@wellsfargo.com

         

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

        

             as
        Master Servicer and Special 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:

         

        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

         
	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        JPMCC 2019-COR5—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with JPMCC 2019-COR5 in the subject line)

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        Attention:
        Jay H. Knight

        

        Email:
        jknight@bassberry.com

        




 






    FF-7-1


     


    

 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2019-COR5, Commercial Mortgage Pass
                                         Through Certificates, Series 2019-COR5 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “JPMCC 2019-COR5 PSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator,
and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined
herein shall have the meanings given to them in the JPMCC 2019-COR5 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial mortgage loans were transferred to the B12 Trust as of August 8, 2019
(the “Closing Date”), including the following Serviced Pari Passu Companion Loan (the “Subject Serviced
Companion Loan”):


 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Vie
    Portfolio	Note
    A-3


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholder with respect
to the Subject Serviced Companion Loan under the JPMCC 2019-COR5 PSA and the related Intercreditor Agreement, respectively. The
wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 






    FF-7-2


     


    

 


Bank:
PNC Bank, N.A.





Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12





Account
#: 1069960995


 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

         

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        




 









    FF-7-3


     


    

 





	 	
        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

         




	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        



 






    FF-7-4


     


    




 


	 	
        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

        





 


 


3.             The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 








	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    FF-7-5


     


    




 


EXHIBIT
FF-8


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(ICON
Upper East Side Portfolio)


 


[Date]





 


	Wells
                                         Fargo Bank, National Association,

                                               as Trustee

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) – JPMCC 2019-ICON UES

         

        with
        a copy to:

         

        Fax
        Number: (410) 715-2380

        

        E
        Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

        

        trustadministrationgroup@wellsfargo.com.

         
	Wells
                                         Fargo Bank, National Association,

        

             As
        Certificate Administrator

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) – JPMCC 2019-ICON UES

         

        with
        a copy to be sent contemporaneously via email to:

        

        cts.cmbs.bond.admin@wellsfargo.com,
        and to trustadministrationgroup@wellsfargo.com.

         

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

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        Number: (888) 706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        

        700
        Sixth Street, NW

        

        Washington,
        DC 20001

        

        Fax
        Number: (202) 637-3593

        

        Attention:
        Lisa A. Rosen

         
	CWCapital
                                         Asset Management LLC

        

        7501
        Wisconsin Avenue, Suite 500 West

        

        Bethesda,
        Maryland 20814

        

        Attention:
        Legal Department (JPMCC 2019-ICON UES)

         

        with
        a copy to:

         

        E-mail:
        CWCAMnoticesJPMCC2019-ICON UES@cwcapital.com

         

	Wells
    Fargo Bank, National Association,

     as Custodian

    1055 10th Avenue, Southeast

    Minneapolis, Minnesota 55414

    Attention: CTS – Document Custody Group – JPMCC 2019-ICON UES	 



 






    FF-8-1


     


    




 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2019-ICON UES, Commercial Mortgage
                                         Pass Through Certificates, Series 2019-ICON UES



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 16, 2019 (the “JPMCC 2019-ICON UES TSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association,
as trustee and certificate administrator. Capitalized terms used but not defined herein shall have the meanings given to them
in the JPMCC 2019-ICON UES TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B12 Trust as
of August 8, 2019 (the “Closing Date”), including the following Companion Loan (the “Subject Serviced
Companion Loan”):


 


	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	Note
    A-3


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holder with respect to the Subject
Serviced Companion Loan under the JPMCC 2019-ICON UES TSA and the Co-Lender Agreement, respectively. The wire instructions for
Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


 






    FF-8-2


     


    

 


Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12





Account
#: 1069960995


 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

         

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

         

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

        

        

        

        




 









    FF-8-3


     


    

 


	 	and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)
	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

         

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

        

        

        



 


 



    FF-8-4


     


    




 


 


	 	
        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com




 


3.             The B12 Trust is subject to the reporting requirements of the Securities Exchange Act of
1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 








	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    FF-8-5


     


    




 


EXHIBIT
FF-9


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(SWVP
Portfolio)


 


[Date]





 


	Wells
                                         Fargo Bank, National Association,

        

             as
        Trustee and as Certificate Administrator

        

        9062
        Old Annapolis Road

        Columbia, Maryland 21045

        

        Attention:
        Corporate Trust Services: BBCMS 2019-C3

         

        with
        a copy to:

         

        cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

         
	Wells
                                         Fargo Bank, National Association,

        

             as
        Custodian

        1055 10th Avenue SE

        Minneapolis, Minnesota 55414

        Attention: Document Custody Group – BBCMS 2019-C3

         

        with
        a copy to cmbscustody@wellsfargo.com

         

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

        

             as
        Master Servicer and as Special Servicer

        

        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

         
	Pentalpha
                                         Surveillance LLC,

        

             ass
        Operating Advisor and the Asset Representations Reviewer

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        BBCMS 2019-C3 Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com with BBCMS 2019-C3 in the subject line

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        Attention:
        Jay H. Knight

        

        Email:
        jknight@bassberry.com

         

	 	 


 


		Re:	BBCMS
                                         Mortgage Trust 2019-C3, Commercial Mortgage Pass Through Certificates, Series 2019-C3



 


Ladies
and Gentlemen:


 






    FF-9-1


     


    

 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “BBCMS 2019-C3 PSA”),
between Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and
Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein
shall have the meanings given to them in the BBCMS 2019 C3 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial mortgage loans were transferred to the B12 Trust as of August 8, 2019
(the “Closing Date”), including the following Serviced Pari Passu Companion Loan (the “Subject Serviced
Companion Loan”):


 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	SWVP
    Portfolio	Note
    A-10


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.             Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Holder with respect
to the Subject Serviced Companion Loan under the BBCMS 2019 C3 PSA and the Co-Lender Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust,


 






    FF-9-2


     


    

 


                                     Commercial
Mortgage Pass-Through Certificates, Series 2019-B12





Account
#: 1069960995


 


2.             The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B12
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

         

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

         

	B12
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150

        

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
solely with 

         




 


 






    FF-9-3


     


    

 


	 	respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)
	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
                                         Surveillance LLC

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to: 

notices@pentalphasurveillance.com (with Benchmark 2019-B12 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

        

	B12
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
Simpson at richard.simpson@citi.com 
 

         




 






    FF-9-4


     


    

 


	 	and

                                                                                Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.             The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.             Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.


 


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    FF-9-5


     


    

 







EXHIBIT
FF-10


 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(Greenleaf
at Howell)


 


[Date]





 


	Wells
Fargo Bank, National Association, 

                  as
Certificate Administrator and Trustee 

        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

         
	Wells
Fargo Bank, National Association, 

                  as
        Custodian

        1055 10th Ave SE

        Minneapolis, Minnesota 55414

        Attn: Document Custody Group: Benchmark 2019-B11

        

        with a copy to:

        

        Email: cmbscustody@wellsfargo.com

         

	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

         

        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

         
	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

         

        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

         

	Pentalpha
Surveillance LLC, 

                  as
        Operating Advisor and Asset

        Representations Reviewer
	 



 






    FF-10-1


     


    

 


	
        

        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

         
	 


		Re:	Benchmark
2019-B10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of June 1, 2019 (the “BMARK 2019-B11 PSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as
trustee and certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the BMARK 2019-B11 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “B12
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B12 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B12 Master
Servicer”) and special servicer (in such capacity, the “B12 Special Servicer”), Pentalpha Surveillance
LLC, as operating advisor (in such capacity, the “B12 Operating Advisor”) and asset representations reviewer
(in such capacity, the “B12 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B12 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B12 Trustee”), pursuant to which the Benchmark 2019-B12 Mortgage Trust (the “B12
Trust”) was established and a pool of commercial mortgage loans were transferred to the B12 Trust as of August 8, 2019
(the “Closing Date”), including the following Serviced Pari Passu Companion Loan (the “Subject Serviced
Companion Loan”):


 






    FF-10-2


     


    

 


	Name
    of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Greenleaf
    at Howell	Note
    A-1-B


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B12 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B12 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B12 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholder with respect
to the Subject Serviced Companion Loan under the BMARK 2019-B11 PSA and the related Intercreditor Agreement, respectively. The
wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B12 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





Account
Name:       Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B12 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B12





Account
#: 1069960995


 


2.       The
contact information for the B12 Trustee, the B12 Certificate Administrator, the B12 Master Servicer, the B12 Special Servicer,
the B12 Operating Advisor, the B12 Asset Representations Reviewer and the B12 Depositor with respect to the Subject Serviced Companion
Loan is as follows:


 


	B12
    Trustee:	Wilmington
Trust, National Association 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B12
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark

        



 






    FF-10-3


     


    

 


	 	2019-B12

        

        Fax
        number: (212) 816-5527

         

        

        and
        with respect to e-mail pursuant to the B12 

PSA, at ratingagencynotice@citi.com

        

	B12
    Master Servicer and B12 Special Servicer:	Midland
Loan Services, a Division of PNC Bank, 

National Association, 

        10851
        Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head

        Fax
number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        1201
Walnut Street, Suite 2900

        Kansas
City, Missouri 64106-2150

        Attention:
Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

        

	B12
    Operating Advisor and B12 Asset Representations Reviewer:	Pentalpha
Surveillance LLC 

        375
N. French Road, Suite 100 

        Amherst,
New York 14228 

        Attention:
        Benchmark 2019-B12—Transaction Manager

         

        with
        a copy sent via email to:

        

        notices@pentalphasurveillance.com (with 

Benchmark 2019-B12 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

        




 






    FF-10-4


     


    

 


	B12
    Depositor	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 6th Floor 

        New
York, New York 10013 

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com 

and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

        



 


3.       The
B12 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B12 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B12 PSA) under the B12 PSA is KKR Real Estate Credit
Opportunity Partners II L.P.








	 	 	 
	 	Very
truly yours,
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 	 	 


 




    FF-10-5


     


    

 


EXHIBIT
GG


 


SPECIFIED
mortgage LOANS


 


		1.	Chemours
                                         HQ (Loan No. 5)



 


		2.	Waterfront
                                         Plaza (Loan No. 12)



 


		3.	Vie
                                         Portfolio (Loan No. 16)



 


		4.	Shoppes
                                         at Cresthaven (Loan No. 28)



 


		5.	Hampton
                                         Inn Denver Airport (Loan No. 29)



 


		6.	Greenleaf
                                         at Howell (Loan No. 34)



 


		7.	Oak
                                         Tree Place (Loan No. 43)



 



 




    GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	Benchmark
    2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.  



 

	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.



 

	 	3.

         

         

        4.

        
	The
                                     Asset Representations Reviewer, other than forwarding this report to the persons listed above,
                                     will not be required to take or participate in any other or further action with respect to
                                     the aforementioned Asset Review Report.

                                                                                

        

        Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the 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.


 




    HH-1


     


    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage 
 Loan

                                                                                Seller
	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 





 






    HH-2


     


    

 


EXHIBIT
II


 











FORM
OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	Benchmark
    2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report Summary.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.



 

	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.



 

	 	3.	The
    Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not
    be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 

	 	4.	Capitalized
    words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.









	 	 	 	 	 	 	 	 	 	 
	 	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. 


 




    II-1


     


    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations

    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity





 






    II-2


     


    

 


EXHIBIT
JJ-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 JJ-A 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 JJ-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 JJ, 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 JJ-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 Mortgage Loan Purchase Agreement.	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 Loan Combination, 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 JPMCB Mortgage Loan that is an Outside
                                         Serviced Mortgage Loan, to the related Outside 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 Loan Combination, 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 Outside 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	MS
    Servicer Notices




    Exhibit JJ-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).	 	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).  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)	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	MS
    Servicer Notices




    Exhibit JJ-A-4


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	(clauses (i)
                                         and (ii) collectively, the “Insolvency 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 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.
	 	available
    to the related Borrower with respect to any of the 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 trust 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 trust 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 JJ-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 July 9, 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 July 9, 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 JPMCB Mortgage Loan
                                         that is an Outisde Serviced Mortgage Loan, to the related Outside Trustee) constitutes
                                         a legal, valid and binding endorsement or assignment to the Issuing Entity or, with respect
                                         to any JPMCB Mortgage Loan that is an Outisde Serviced Mortgage Loan, to the
	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 JJ-A-6


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	related
    Outside Trustee).  Each related Mortgage and 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 JJ-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 JJ-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 JJ-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 JJ-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 JJ-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 JJ-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 JJ-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 JPMCB Mortgage Loan that is an Outisde Serviced
                                         Mortgage Loan, to the depositor or servicer for the related Outside Securitization) 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 JPMCB Mortgage Loan that is an Outisde Serviced
    Mortgage Loan, to the depositor or servicer for the related Outside Securitization).  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 JJ-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 JJ-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 JJ-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 JJ-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 JJ-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 JJ-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), any other contingent
    interest feature or a negative amortization feature 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) any other contingent interest feature or a negative amortization feature 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 Loan Combination is secured by an interest in real property (including permanently affixed buildings
    and structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated
    into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of
    income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value
    (i) at the date the JPMCB Mortgage Loan or Loan Combination was originated at least equal to 80% of the adjusted issue
    price of the JPMCB Mortgage Loan or Loan	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 Loan Comnbination
    is secured by an interest in real property (including permanently affixed buildings and structural components, such as wiring,
    plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings
    in their passive functions and do not produce or contribute to the production of income other than consideration for the use
    or occupancy of space, but excluding personal property) having a fair market value (i) at the date such JPMCB Mortgage
    Loan or Loan Combination was originated at least equal to 80% of the initial principal amount of any JPMCB Mortgage Loan or
    Loan Combination on such date or (ii) at the Closing Date	Appraisal;
    Mortgage Loan Documents




    Exhibit JJ-A-20


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Combination
    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 Loan Combination 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 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 Loan Combination
    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 Loan Combination 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 Loan Combination 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 Loan Combination 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.	 	at
    least equal to 80% of the outstanding principal amount of the JPMCB Mortgage Loan or Loan Combination 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 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	23a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the	MS
    Servicer Notices




    Exhibit JJ-A-21


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgage
    Loan.	 	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.	 
	23b	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 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.	MS
    Servicer Notices
	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




    Exhibit JJ-A-22


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	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 structure.  If so determined, it will be a Test
    pass.	Zoning
    report
	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	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	Mortgage
    Loan 




    Exhibit JJ-A-23


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	 	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 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.	Documents; MS Servicer Notices
	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	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 JJ-A-24


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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, 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, or partial Defeasance (as defined in paragraph 34)), in each case, 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, (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 (including in connection with
    any partial Defeasance) 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	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 (including in connection with any partial Defeasance) 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
	Mortgage
    Loan Documents




    Exhibit JJ-A-25


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 JPMCB Mortgage Loan or JPMCB Loan Combination 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 Loan Combination 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 by (1) the amont 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) is not equal to at least 80% of the remaining principal balance of
    the JPMCB Mortgage Loan or JPMCB Loan Combination.

    

    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.	 	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 Loan Combination
    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, 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 amont 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) is not equal to at least 80% of the remaining principal balance of the
    Mortgage Loan or Loan Combination.  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




    Exhibit JJ-A-26


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	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 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.	Mortgage
    Loan Documents
	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




    Exhibit JJ-A-27


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	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 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.	Mortgage
    Loan Documents; Insurance Policy
	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	32a	Review
    the Mortgage Loan Documents to determine if there are “due-on-sale” or other such provisions for the	Mortgage
    Loan Documents




    Exhibit JJ-A-28


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	 	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.	 
	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 JJ-A-29


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	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
	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	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 JJ-A-30


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	which
    will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the JPMCB Mortgage Loan when due,
    including 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
    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




    Exhibit JJ-A-31


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	36.   Ground
                                         Leases. For purposes of the Mortgage Loan Purchase Agreement, 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 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;
	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 Mortgage.  If
    so determined, it will be a Test pass.	Ground
    Lease; Ground lessor’s estoppel
	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)




    Exhibit JJ-A-32


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	(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 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
	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 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.	Ground
    Lease; Estoppel (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




    Exhibit JJ-A-33


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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
	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 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.	Ground
    Lease; Estoppel  (or other agreement of the ground lessor)
	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	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage 




    Exhibit JJ-A-34


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	bankruptcy
    proceeding.	 	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.	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 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.	Ground
    Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	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	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	MS
    Servicer Notices




    Exhibit JJ-A-35


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	mortgage
    servicing practices.	 	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.	 
	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 Mortgagor 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 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.
	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
	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




    Exhibit JJ-A-36


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	 	 
	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 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.	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 of the related JPMCB
    Mortgage Loan.  If so determined, it will be a Test pass.	Operating
    statements; Mortgage Loan Documents
	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	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




    Exhibit JJ-A-37


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgage Loan Purchase Agreement.  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.	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 Mortgagor is not a debtor in any bankruptcy, receivership, conservatorship,
    reorganization, insolvency, moratorium or similar proceeding.	41	Review
    the Lexis/Nexis (or comparable) search and MS 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.	Lexis/Nexis
    (or 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	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




    Exhibit JJ-A-38


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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.	 	 	 
	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 (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	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 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.
	Diligence
    File;  ESA; Escrow statements; Operations or maintenance plan; No further action letter; Closure letter; Environmental
    policy or lender’s pollution legal liability policy




    Exhibit JJ-A-39


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	 	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 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
	 




    Exhibit JJ-A-40


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	In
    the case of each JPMCB Mortgage Loan set forth on Schedule D-2 to the Mortgage Loan Purchaase Agreement, (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 Mortgage Loan Purchaase Agreement (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 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.	 	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
	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	Diligence
    File; Property condition assessment; Engineering report




    Exhibit JJ-A-41


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Test,
    it will be a Test pass.	 
	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 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.	Property
    condition assessment; Engineering report; Remediation agreement; Mortgage Loan Documents
	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




    Exhibit JJ-A-42


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	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 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.	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 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.	Estoppels;
    Diligence File; Asset Summary Report
	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	MS
    Servicer Notices; Certified Rent Roll




    Exhibit JJ-A-43


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	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.	 
	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 Appraisal Standards Board of the Appraisal Foundation.	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 security of
    the Mortgaged Property.  If so determined, it will be a Test pass.	Appraisal
	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 Mortgage Loan Purchase Agreement is true and correct in all material respects as of
    the Cut-off	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,	JPMCB
    Mortgage Loan Purchase Agreement; Annex A to final prospectus; Mortgage




    Exhibit JJ-A-44


     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	Date
    and contains all information required by the PSA to be contained therein.	 	(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.	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 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.	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 Loan.  If such a
    notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	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 JJ-A-45


     


    



 


EXHIBIT
JJ-B


 


GACC
AND 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 JJ-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 or Citi Real Estate Funding Inc. is the Seller (the “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 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 JJ-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 JJ-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 JJ-B-2


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Loan Combination,
    each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  Each Mortgage Loan that
    is part of a Loan Combination 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 Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization
    Trust), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage
    Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on,
    in or to such 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 Mortgage Loan, and the assignment to Purchaser constitutes
    a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such 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 Loan Combination.
    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 Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
    Assignment of Leases; 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 Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust 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 Mortgage
    Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on,
    in or to such 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 Mortgage Loan. If such notation is not found, it 	MS
    Servicer Notices


 



    JJ-B-1


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	will
    be a Test pass.	 
	 	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 Mortgage Loan free and clear of any and all liens, pledges, charges or security
    interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	2.
                                         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 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 (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 Mortgagor with respect to any of the

	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 (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 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 Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan
    Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, 	MS
    Servicer Notices



 



    JJ-B-2


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgage Loan, that
    would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.	 	Mortgage
    or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	 
	3.
    Mortgage Provisions. The Loan Documents for each 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; M 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
    Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.  With
    respect to each 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 Mortgage
    Loan consented to by the Mortgage Loan Seller on or after July 9, 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 	MS
    Servicer Notices; Mortgage Loan Documents



 



    JJ-B-3


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	indication
    is found, it will be a Test pass.	 
	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 Mortgage Loan except by 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.	MS
    Servicer Notices; Mortgage Loan Documents
	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
    July 9, 2019. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Documents
	5.
    Lien; Valid Assignment.   Subject to the Standard Qualifications, each assignment of Mortgage and assignment
    of Assignment of Leases to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee)
    constitutes a legal, valid and binding assignment to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to
    the related Outside Trustee).  Each related Mortgage and 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 leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount
    (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 6 set forth on
    Schedule D-1 to Exhibit of the 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 	5a	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 to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee)
    not constituting a legal, valid and binding assignment to the Trust (or, with respect to an Outside Serviced Mortgage Loan,
    to the related Outside 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
	5b	Review
    the related Mortgage and the Assignment 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 Mortgagor. If no such provision is found,
    it will be a Test pass.	Mortgage;
    Assignment of Leases
	5c	Review
    the Title Policy (as defined in representation and warranty 6) to determine if the related Mortgage is a first lien on the
    related Mortgagor’s fee 	Title
    Policy; Mortgage; Mortgage Loan Schedule



 



    JJ-B-4


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 Loan Combination, in the case of a Mortgage Loan that is part of a Loan Combination), 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).  Notwithstanding anything in the Mortgage Loan Purchase
    Agreement 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.	 	(or
    with respect to those Mortgage Loans described in representation and warranty 34 hereof, leasehold) interest in the Mortgaged
    Property.  Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan
    amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.	 
	5d	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 which are prior to or equal with the lien of the related Mortgage (which lien secures
    the related Loan Combination, in the case of a Mortgage Loan that is part of a Loan Combination) (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.	Title
    Policy
	5e	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 Loan Combination, in the case of a Mortgage Loan that is part of a Loan Combination) (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
	5f	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 	MS
    Servicer Notices



 



    JJ-B-5


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	lien
    or encumbrance that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Loan
    Combination, in the case of a Mortgage Loan that is part of a Loan Combination), 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.	 
	5g	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 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.	MS
    Servicer Notices
	6.
    Permitted Liens; Title Insurance.  Each Mortgaged Property securing a 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 Mortgage Loan (or with respect to a 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 Loan
    Combination, in the case of a Mortgage Loan that is part of a Loan Combination), which lien is subject only to (a) the
    lien of current real property taxes, water charges, sewer rents and 	6a	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 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
	6b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Loan Combination,
    in the case of a Mortgage Loan that is part of a Loan Combination) is subject only to Permitted Encumbrances, as defined in
    representation and warranty 6. If so determined, it will be a Test pass.	Title
    Policy
	6	Review
    the Title Policy to determine if	Title
    Policy



 


    JJ-B-6


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgage Loan is cross-collateralized
    and cross-defaulted with another Mortgage Loan (each, a “Crossed Mortgage Loan”), the lien of the Mortgage
    for another Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, 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 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 Mortgage Loan, has done,
    by act or omission, anything that would materially impair the coverage under such Title Policy.	c	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.	 
	6d	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
	6e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the 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
	7.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a 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 	7a	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
	7b	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 	Title
    Policy



 



    JJ-B-7


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	and
    materialmen’s liens (which are the subject of the representation in representation and warranty 5 above), and equipment
    and other personal property financing).  Except as set forth in Schedule D-2 to Exhibit D to the Mortgage Loan Purchase
    Agreement, the Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.	 	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.	 
	7c	Review
    the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule D-2 to Exhibit D to the 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 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.	MS
    Servicer Notices; Mortgage Loan Purchase Agreement
	8.
    Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases
    (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 Mortgage Loan that is part of a Loan Combination, subject to the related Assignment
    of Leases constituting security for the entire Loan Combination), 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 Standard Qualifications.  The related Mortgage or related Assignment
    of Leases subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted
    to be appointed for the collection of rents or for the related mortgagee to enter into 	8a	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; Assignment of Leases, Rents and Profits
	8b	Review
    the Title Policy to determine if, subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a Mortgage
    Loan that is part of a Loan Combination, subject to the related Assignment of Leases constituting security for the entire
    Loan Combination) 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 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 	Title
    Policy; Mortgage; Assignment of Leases, Rents and Profits



 


    JJ-B-8


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	possession
    to collect the rents or for rents to be paid directly to the mortgagee.	 	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.	 
	8c	Review
    the Assignment of Leases (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 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 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.	Assignment
    of Leases, Rents and Profits; Mortgage
	9.
    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 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 Mortgagor 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 	9	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



 



    JJ-B-9


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	of
    such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	 	 	 
	10.
                                         Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage
                                         Loan inspected or caused to be inspected each related Mortgaged Property within six months
                                         of origination of the 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 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 Mortgage Loan.

         
	10a	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
	10b	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 Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will
    be a Test pass.	Engineering
    report; Property condition assessment
	10c	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 10. If such a notation or
    other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	11.
    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
    	11	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 	MS
    Servicer Notices



 



    JJ-B-10


     


    
 


	Representations
    and Warranties	 	Test	Review
    Materials
	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.	 	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.	 
	12.
    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 Mortgaged Property.	12	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 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.	MS
    Servicer Notices
	13.
    Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as
    of the Cut-off, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving
    any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably
    be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the
    validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related 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.	13a	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
	13b	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 13. 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
    13, it will be a Test pass.	MS
    Servicer Notices


 



    JJ-B-11


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	14.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each 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 Outside Serviced Mortgage Loan, to the depositor or servicer for the
    related Other Securitization Trust).	14a	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 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
	14b	Review
    the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed
    by the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Outside Serviced Mortgage Loan, to the
    related depositor or servicer). If so determined, it will be a Test pass.	MS
    Servicer Notices
	15.
    No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the mortgage loan
    schedule attached as an Exhibit to the related Mortgage Loan Purchase Agreement 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 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).	15a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the 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
	15b	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 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
	16.
    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 	16a	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 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or 


 



    JJ-B-12


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	financial
                                         strength rating meeting the Insurance Rating 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 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.

         

        “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 Mortgage Loan on a single asset

         
	 	“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 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.	certificates
    of insurance)
	16b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16c	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 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)
	16d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16e	Review
    the Mortgage Loan Documents	Mortgage
    Loan


 


    JJ-B-13


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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
        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 Mortgagor 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 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 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

         
		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.	Documents;
    Survey; Insurance Summary Report
	16f	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)
	16g	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 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or 


 


    JJ-B-14


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	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 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 Mortgage Loan (or Loan Combination, 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 Mortgage Loan (or Loan Combination, 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 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 Mortgage Loan that is an Outside
        Serviced Mortgage Loan, the applicable Other Trustee). Each related 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

         
	 	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.	certificates
    of insurance); Mortgage Loan Documents
	16h	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
	16i	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)



 



    JJ-B-15


     


    


 

	Representations
    and Warranties	 	Test	Review
    Materials
	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.	16j	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 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 Mortgage Loan or Loan Combination, as applicable, together with any accrued interest thereon. If
    such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	16k	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
	16l	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 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)
	16m	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 Mortgage Loan that is an Outside 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)
	 	16n	Review
    the Mortgage Loan Documents	Mortgage
    Loan



 


    JJ-B-16


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	 		to
    determine if any 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.	Documents
	16o	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
    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)
	16p	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 16o 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
	17.
    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 	17a	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
	17b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and
    the ESA to 	Zoning
    report; Title Policy; Survey; Engineering 


 



    JJ-B-17


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	been,
    or will be, made to the applicable governing authority for creation of separate tax lots, in which case the 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.	 	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.	report
    or property condition assessment; Sponsor Diligence; ESA
	 	17c	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 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
	18.
    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 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 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 	18a	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 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
	18b	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


 


    JJ-B-18


     


    
 

	Representations
    and Warranties	 	Test	Review
    Materials
	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.	18c	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
	19.
    No Contingent Interest or Equity Participation. No 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.	19	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
	20.
    REMIC. The 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 Mortgage Loan to the related Mortgagor
    at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such
    Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and structural components,
    such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings,
    serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration
    for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage
    Loan (or related Loan Combination) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or
    related Loan Combination) on such date or (ii) at the Closing Date at least 	20a	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 Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	20b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if either (a) the Mortgage Loan is secured by an interest
    in real property (including permanently affixed buildings and structural components, such as wiring, plumbing systems and
    central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive
    functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of
    space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Loan Combination)
    was originated at least equal to 80% of the adjusted issue price of any Mortgage 	Appraisal;
    Mortgage Loan Documents


 


    JJ-B-19


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	equal
    to 80% of the adjusted issue price of the Mortgage Loan (or related Loan Combination) 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 Mortgage Loan and (B) a proportionate amount of any lien that is
    in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire,
    improve or protect the real property which served as the only security for such 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 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 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 Mortgage Loan was originated) or sub-clause (B)(a)(ii),
    including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the Mortgage
    Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All
    terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	Loan (or related Loan Combination) on such
    date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan
    (or related Loan Combination) 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 Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan; or (b) substantially
    all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only
    security for such 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.	 
	20c	Review
    the MS Servicer Notices for an indication or other notation that the 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 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 20 (substituting the date of the last such
    modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation
    and warranty 20, 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
	20d	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 Mortgage Loan do not constitute 	MS
    Servicer Notices



 



    JJ-B-20


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	“customary
    prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	 
	21.
    Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premiums) of such 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.	21a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the 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
	21b	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 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
	21c	Review
    the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	22.
    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 Mortgage Loan by the Trust.	22	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 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 Mortgage Loan by the Trust. If so determined, it will be a Test pass.	MS
    Servicer Notices
	23.
    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 	23	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents



 


    JJ-B-21


     


    


 

	Representations
    and Warranties	 	Test	Review
    Materials
	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.
    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 Mortgage Loan as of the date of origination of such 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 Mortgage Loan.  The terms of the Loan Documents require the Mortgagor to comply in all material respects with
    all applicable governmental regulations, zoning and building laws.	24a	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 Mortgage Loan as of the date of origination of such 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 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 Mortgage Loan. If such indication is found, it will be a Test pass.	Zoning
    Report; Title Policy
	24b	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



 


    JJ-B-22


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	25.
    Licenses and Permits. Each Mortgagor 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
    Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged
    Property is located.	25a	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
	25b	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
	25c	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
	26.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that (a) the related Mortgagor
    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 Mortgagor 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 Mortgage Loan shall become full recourse to the related Mortgagor and at least
    one individual or entity, if the related Mortgagor files a voluntary 	26a	Review
    the Mortgage Loan documents for each Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation
    and warranty 26. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents



 



    JJ-B-23


     


    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	petition
    under federal or state bankruptcy or insolvency law.	 	 	 
	27.
    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 32), in each case, 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 Mortgage Loan, (b) upon payment in full of such Mortgage
    Loan, (c) upon a Defeasance (as defined in representation and warranty 32), (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
    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 (including in connection with any partial Defeasance) under the preceding
    clauses (a) or (d), either:  (x) such release of collateral (i) would not constitute
    a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of
    the Treasury Regulations and (ii) would not cause the subject 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 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 real property that is senior to the Mortgage Loan and (2) a 	27a	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 Mortgage Loan are as set forth in clauses
    (a) through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27b	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 27 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury
    Regulations and (ii) would not cause the subject 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 real property that is senior to the Mortgage
    Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release
    is not equal to at least 80% of the principal balance of the Mortgage Loan or Loan Combination, 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 	Mortgage
    Loan Documents



 



    JJ-B-24


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	proportionate
                                         amount of any lien on the real property that is in parity with the Mortgage Loan) after
                                         the release is not equal to at least 80% of the principal balance of the Mortgage Loan
                                         (or Loan Combination, 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.

         

        In
        the case of any 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 Mortgagor can be required
        to pay down the principal balance of the 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 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
        Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage
        Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or Loan Combination, as applicable).

         

        No
        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.

         
	 	Test
    pass.	 
	27c	Review
    the Mortgage Loan Documents for provisions stating that in the case of any 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 Mortgage Loan or Loan Combination,
    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 Mortgage Loan and (2) a proportionate amount of any lien on
    the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance
    of the Mortgage Loan or Loan Combination, as applicable. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27d	Review
    the Mortgage Loan Documents for provisions stating that no 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
	28.
    Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to	28a	Review
    the Mortgage Loan Documents for provisions that require the	Mortgage
    Loan Documents


 



    JJ-B-25


     


    

     


	Representations
    and Warranties	 	Test	Review
    Materials
	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 with respect to each 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.		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.	 
	28b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the 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
	29.
    Acts of Terrorism Exclusion. With respect to each 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 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 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 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 Schedule D-1 to Exhibit D of the related 	29a	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 
	29b	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
	29c	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 29), or damages related thereto, except to
    the extent that any right to require 	Mortgage
    Loan Documents




 




    JJ-B-26


     


    



 


	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgagor under each 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 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.	 	such
    coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Schedule
    D-1 to the applicable 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 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.	 
	30.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such 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 Mortgagor,
    is directly or 	30a	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 Mortgage Loan in the circumstances described in the first sentence of representation
    and warranty 30. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30b	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 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.	Mortgage
    Loan Documents





 




    JJ-B-27


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgagor, (iv) transfers to another holder of direct
    or indirect equity in the Mortgagor, 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 27 and 32 or the exceptions thereto set forth in Exhibit D of the Mortgage Loan Purchase Agreement,
    or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on
    Schedule D-2 to Exhibit D of the Mortgage Loan Purchase Agreement, or future permitted mezzanine debt in each case as set
    forth on Schedule D-3 to Exhibit D of the 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 D-4 to Exhibit D of the 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
    Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative
    to such transfer or encumbrance.	 	 	 
	31.
    Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long
    as the Mortgage Loan is outstanding.  Both the Loan Documents and the organizational documents of the Mortgagor
    with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide 	31a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 31) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    	Mortgage
    Loan Documents





 




    JJ-B-28


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	that
    the Mortgagor is a Single-Purpose Entity, and each 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 Mortgage Loan
    has a Cut-off Date 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 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 Mortgagor for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from
    any other person or entity.	 	pass.	 
	31b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off 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
	31c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off 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.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	32.
    Defeasance. With respect to any 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 Mortgagor, subject to satisfaction of conditions
    specified in the Loan Documents; (ii) the 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 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 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 penalty) or,
    if the Mortgage Loan is an ARD Loan, the entire principal balance 	32	Review
    the Mortgage Loan Documents for provisions allowing the 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 32. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents





 




    JJ-B-29


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	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 penalty), and if the 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 Mortgage Loan; (iv) the Mortgagor
    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 Mortgagor
    would continue to own assets in addition to the Defeasance collateral, the portion of the 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
    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 (vii) 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 expenses associated
    with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	33.
    Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term
    of such Mortgage Loan, except in the case of ARD Loan and situations where default interest is imposed.	33	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term
    of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents
	34.
    Ground Leases. For purposes of the Mortgage Loan Purchase Agreement, 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 	34a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34),
    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 	Appraisal;
    Title Policy; Mortgage Loan Documents




 




    JJ-B-30


     


    


 



	Representations
    and Warranties	 	Test	Review
    Materials
	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 Mortgage Loan where the 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 Seller since the origination
        of the 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

         
	 	Mortgaged
    Property. If such an indication exists, proceed to Tests 34b through 34q.	 
	34b	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
	34c	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
	34d	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 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 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
	34e	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 	Ground
    Lease; estoppel or other agreement received from ground lessor





 



    JJ-B-31


     


    



 


	Representations
    and Warranties	 	Test	Review
    Materials
	be
                                         enforceable, by either Mortgagor or the mortgagee) that extends not less than 20 years
                                         beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated
                                         maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect
                                         to a 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 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 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

         
	 	than
    20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan
    fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially
    amortizes). If such an indication is found, it will be a Test pass.	 
	34f	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
	34g	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 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
	34h	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the 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 
	34i	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





 




    JJ-B-32


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	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 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

         
	34j	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
	34k	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
	34l	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
	34m	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
	34n	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
	34o	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related 	Ground
    Lease; estoppel or other agreement 




 




    JJ-B-33


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	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.

         
	 	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 Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	received
    from ground lessor; Mortgage Loan Documents
	34p	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 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
	34q	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 	Ground
    Lease





 




    JJ-B-34


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	the
    Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	 
	35.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan
    have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit
    loan programs. 	35	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 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
	36.
    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 Mortgage Loan have been, in all material respects, legal
    and as of the date of its origination, such 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 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 to the Mortgage Loan Purchase Agreement.	36	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 Mortgage Loan have not been, in all material
    respects, legal and as of the date of its origination, such 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 Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover any matters with respect
    to federal, state or local law otherwise covered in Exhibit D to the Mortgage Loan Purchase Agreement. If no such notation
    is found, it will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Purchase Agreement
	37.
    No Material Default; Payment Record. No 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 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 Mortgage Loan, or (b) no event (other than payments due but not 	37a	Review
    the MS Servicer Notices for notation that (i) the 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 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
	37b	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s 	MS
    Servicer Notices




 




    JJ-B-35


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	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
    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 D to the Mortgage Loan Purchase Agreement. No person other than the holder of such Mortgage Loan may declare any event
    of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.		knowledge
    of (a) a material default, breach, violation or event of acceleration existing under the related 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 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.	 
	38.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and, to the Mortgage Loan Seller’s knowledge
    as of the Cut-off Date, no Mortgagor, guarantor or tenant occupying a single tenant property is a debtor in state or federal
    bankruptcy, insolvency or similar proceeding.	38	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
	39.
    Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, 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.  Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an Affiliate
    of another Mortgagor under another Mortgage Loan.  (An “Affiliate” for purposes of this paragraph (39)
    means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.)	39a	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
	39b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any Mortgage Loan that is a cross-collateralized
    and Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage
    Loan. If such an indication is found, it will be a Test pass.	MS
    Servicer Notices; Prospectus
	40.
    Environmental Conditions. A Phase I environmental site assessment (or update of a 	40a	Review
    any ESA (as defined in representation and warranty 40) for 	ESA





 




    JJ-B-36


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	previous
    Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment
    (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in
    connection with such 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 Mortgagor 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 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 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 		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.	 
	40b	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
	40c	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 40c-1 through 40c-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 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 	ESA;
    Mortgage Loan Documents





 




    JJ-B-37


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	Service,
    Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor 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 Mortgagor 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.	 	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
	40d	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
	41.
    Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the Mortgage Loan origination date, and within 	41a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 months of the
    Closing Date. If 	Appraisal




 




    JJ-B-38


     


    



 



	Representations
    and Warranties	 	Test	Review
    Materials
	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 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.	 	so
    determined, it will be a Test pass.	 
	41b	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
	41c	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 Mortgage Loan. If so determined, it will
    be a Test pass.	Appraisal
	41d	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
	42.
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule
    attached as an Exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of
    the Cut-off Date and contains all information required by the Mortgage Loan Purchase Agreement to be contained therein.	42a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related 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 discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	42b	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
	43.
    Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is
    outside the Trust, 	43	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted 	Mortgage
    Loan Documents





 




    JJ-B-39


     


    



 


	Representations
    and Warranties	 	Test	Review
    Materials
	except
    (i) with respect to any 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.	 	with
    any other Mortgage Loan that is outside the Mortgage Pool, except (i) with respect to any 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. If not so determined, it will be a Test pass.	 
	44.
    Hospitality Provisions.  The Loan Documents for each 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 an Outside Mortgage Loan,
    by the related Other 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 Mortgage
    Loan to the Trust (or, in the case of an Outside Serviced Mortgage Loan, by the seller of the note which is contributed to
    the related Other Securitization Trust or its designee providing notice of the transfer of such note to the related Other
    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 an Outside Serviced Mortgage Loan) shall provide, or if neither (A) nor
    (B) is applicable, except in the case of an Outside 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 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 	44a	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 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






    JJ-B-40


     


    


 


	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.	 	 	 
	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 Mortgagor 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 Mortgagor or an affiliate for, or on account
    of, payments due on the 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 Mortgagor under a 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 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 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. The 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 Mortgage Loan, the failure to comply with which would have a material adverse effect on the 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 Mortgage Loan, the failure to comply with
    which would have a material adverse effect on the Mortgage Loan. If such a notation or other indication is not found, it will
    be a Test pass.	MS
    Servicer Notices


 


    JJ-B-41


     


    





 


EXHIBIT
KK


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Citibank,
N.A.

388 Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – Benchmark 2019-B12


 


		Attention:	Benchmark
2019-B12 Mortgage Trust, Commercial Mortgage 

Pass-Through Certificates, Series 2019-B12



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a
Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an authorized representative of [________________________].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement, (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]1



 





 



 


1
Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing
access to the Secure Data Room. 


 






     KK-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[_________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated:
_______ 


 


[Citigroup
Commercial Mortgage Securities Inc.


as
Depositor]1


 


	By:	 	 
	 	[Name]	 
	 	[Title]	 




 




     KK-2


     


    


 


EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


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

     as Master Servicer and
a Special Servicer

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head]

         
	 	Pentalpha
Surveillance LLC

     as Operating Advisor and
Asset Representations Reviewer

        375
N. French Road, Suite 100 

        Amherst,
New York 14228

        Attention:
        Benchmark 2019-B12—Transaction Manager, with a copy sent via email to: notices@pentalphasurveillance.com
        (with Benchmark 2019-B12 in the subject line)

         

	[Pacific
Life Insurance Company,

     as a Special Servicer

700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Richard Banno, Assistant Vice President

Email: richard.banno@pacificlife.com

        with
        a copy to: chris.dallas@pacificlife.com]

         
	 	[Trimont
Real Estate Advisors, LLC,

     as a Special Servicer

        One
Alliance Center

        3500
Lenox Road NE, Suite G1

        Atlanta,
Georgia 30326

        Attention:
CMBS Special Servicing

        Email:
        CMBSServicing@trimontrea.com and legaldepartment@trimontrea.com]

         



		Attention:	Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage

                                                                                Pass-Through Certificates, Series 2019-B12




 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
Pacific Life Insurance Company and Trimont Real Estate Advisors, LLC, each as a Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____
                                          An additional Mortgage Loan has become a Delinquent Loan.*



 


		2.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Loan.†



 





 






* Each additional Mortgage Loan that has become a Delinquent Loan is identified on Exhibit A hereto.


 






     LL-1


     


    


 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.






(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.





 



	 	Citibank,
N.A., as Certificate Administrator for the Holders of the Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B12
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




 



 



† Each Mortgage Loan that has ceased to be a Delinquent Loan is identified on Exhibit B hereto.


 




     LL-2


     


    


 


Exhibit
A


 




     LL-3


     


    


 


Exhibit
B


 




     LL-4


     


    


 


EXHIBIT
MM


 


Form
of Certificate Administrator Receipt in Respect of RISK RETENTION Certificates


 


[Date]


 


[Name
and Address of Retaining Party]


 


		Re:	Benchmark
                                                                                                                                                                                                                                                                                                                                                                    2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12 (Citigroup Commercial Mortgage Securities
                                                                                                                                                                                                                                                                                                                                                                    Inc. as Depositor) 




 


In
accordance with Section 5.02(f) of the Pooling and Servicing Agreement, dated as of August 1, 2019 (the “Agreement”),
pursuant to which the captioned series of commercial mortgage pass-through certificates (the “Certificates”)
were issued, the undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees
that it will hereafter hold in the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto
(the “Subject Certificates”), which constitute some or all of the [RR Interest][WMRR Interest][Class TCRR Certificates],
for the benefit of [Name of Retaining Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments
on the Subject Certificates will be made to the registered holder thereof in accordance with the Agreement, including pursuant
to any written wiring instructions provided in accordance with the Agreement.


 


This
receipt is solely for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will
not entitle such Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject
to the restrictions on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in
accordance with, the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	Citibank,
N.A.,
	 	 	not
in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     MM-1


     


    


 


Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

(CUSIP)
	Certificate

No.
	Initial

Certificate Balance































































































 





     MM-2