Exhibit 4.5


 


EXECUTION VERSION




	 



 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
as Depositor,

 

KEYBANK NATIONAL ASSOCIATION, 
as Servicer,

 

LNR PARTNERS, LLC, 
as Special Servicer,

 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 
as Trustee,

 

and

 

CITIBANK, N.A., 
as Certificate Administrator

 

 


 



 

TRUST AND SERVICING AGREEMENT

 

Dated as of December 8, 2019

 

 


 



 

MAD Commercial Mortgage Trust 2019-650M,
Commercial Mortgage Pass-Through Certificates, Series 2019-650M


 





	 




 


     


     


    




 


TABLE
OF CONTENTS


 


	
 



	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
1.

	
DEFINITIONS

	
6


	
 

	
 

	
 

	
 


	
 

	
1.1

	
Definitions

	
6


	
 

	
1.2

	
Interpretation

	
68


	
 

	
1.3

	
Certain Calculations in Respect of the Mortgage Loan

	
68


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 2.

	
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

	
71


	
 

	
 

	
 

	
 


	
 

	
2.1

	
Creation and Declaration of Trust; Conveyance of the Trust Loan

	
71


	
 

	
2.2

	
Acceptance by the Trustee and the Certificate Administrator

	
76


	
 

	
2.3

	
Representations and Warranties of the Trustee

	
79


	
 

	
2.4

	
Representations and Warranties of the Certificate Administrator

	
80


	
 

	
2.5

	
Representations and Warranties of the Servicer

	
82


	
 

	
2.6

	
Representations and Warranties of the Special Servicer

	
83


	
 

	
2.7

	
Representations and Warranties of the Depositor

	
84


	
 

	
2.8

	
[Reserved]

	
86


	
 

	
2.9

	
Representations
and Warranties Contained in the Trust Loan Purchase Agreements

	
86


	
 

	
2.10

	
Execution
and Delivery of Certificates; Issuance of the Uncertificated VRR Interest; Issuance of Uncertificated Lower-Tier
Interests

	
88


	
 

	
2.11

	
Miscellaneous REMIC Provisions

	
89


	
 

	
 

	
 

	
 


	
3.

	
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN

	
89


	
 

	
 

	
 

	
 


	
 

	
3.1

	
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer

	
89


	
 

	
3.2

	
Sub-Servicing Agreements

	
91


	
 

	
3.3

	
Cash Management Account and Reserve Accounts

	
92


	
 

	
3.4

	
Collection Account

	
93


	
 

	
3.5

	
Distribution Account

	
100


	
 

	
3.6

	
Foreclosed Property Account

	
101


	
 

	
3.7

	
Appraisal Reductions

	
102


	
 

	
 3.8

	
Investment of Funds in the Collection Account and any Foreclosed Property Account

	
105


	
 

	
3.9

	
Payment of Taxes, Assessments, etc

	
107


	
 

	
3.10

	
Appointment of Special Servicer

	
107


	
 

	
3.11

	
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage

	
113


	
 

	
3.12

	
Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property

	
116


	
 

	
3.13

	
Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File

	
118


	
 

	
3.14

	
Title and Management of Foreclosed Property

	
119




 


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TABLE OF CONTENTS

(continued)

 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
 

	
3.15

	
Sale of Foreclosed Property

	
121


	
 

	
3.16

	
Sale of the Mortgage Loan

	
123


	
 

	
3.17

	
Servicing Compensation

	
125


	
 

	
3.18

	
Reports to the Certificate Administrator; Account Statements

	
131


	
 

	
3.19

	
Annual Statement as to Compliance

	
132


	
 

	
3.20

	
Annual Independent Public Accountants’ Servicing Report

	
134


	
 

	
3.21

	
Access to Certain Documentation Regarding the Mortgage Loan and Other Information

	
134


	
 

	
3.22

	
Inspections

	
135


	
 

	
3.23

	
Advances

	
136


	
 

	
3.24

	
Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance

	
141


	
 

	
3.25

	
Servicer and Special Servicer May Own Certificates

	
144


	
 

	
3.26

	
Notice of Mortgage Loan Event of Default to

	
145


	
 

	
3.27

	
Rating Agency Confirmation

	
146


	
 

	
3.28

	
Approval of Annual Budget

	
148


	
 

	
3.29

	
Co-operation with Other Asset Reviewer

	
148


	
 

	
3.30

	
Consultation with Other Operating Advisor

	
148


	
 

	
3.31

	
Compensating Interest Payments

	
149


	
 

	
 

	
 

	
 


	
4.

	
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS AND VRR INTEREST OWNER

	
149


	
 

	
 

	
 

	
 


	
4.1

	
Distributions

	
149


	
 

	
4.2

	
Withholding Tax

	
154


	
 

	
4.3

	
Allocation and Distribution of Prepayment Fees.

	
154


	
 

	
4.4

	
Statements to Trust Interest Owners

	
155


	
 

	
4.5

	
Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum

	
158


	
 

	
 

	
 

	
 


	
5.

	
THE CERTIFICATES

	
162


	
 

	
 

	
 

	
 


	
 

	
5.1

	
The Certificates

	
162


	
 

	
5.2

	
Form and Registration

	
162


	
 

	
5.3

	
Registration of Transfer and Exchange of Trust Interests

	
165


	
 

	
5.4

	
Mutilated, Destroyed, Lost or Stolen Certificates

	
175


	
 

	
5.5

	
Persons Deemed Owners

	
175


	
 

	
5.6

	
Access to List of Trust Interest Owners’ Names and Addresses; Special Notices

	
175


	
 

	
5.7

	
Maintenance of Office or Agency

	
176


	
 

	
 

	
 

	
 


	
6.

	
THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

	
176


	
 

	
 

	
 

	
 


	
 

	
6.1

	
Respective Liabilities of the Depositor, the Servicer and the Special Servicer

	
176




 


    ii


     


    
TABLE OF CONTENTS

(continued) 

 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
 

	
6.2

	
Merger or Consolidation of the Servicer or the Special Servicer

	
176


	
 

	
6.3

	
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others

	
177


	
 

	
6.4

	
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer

	
178


	
 

	
6.5

	
Policies and Procedures

	
180


	
 

	
6.6

	
Indemnification by the Servicer, the Special Servicer and the Depositor

	
181


	
 

	
 

	
 

	
 


	
7. 

	
SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES

	
182


	
 

	
 

	
 

	
 


	
 

	
7.1

	
Servicer Termination Events; Special Servicer Termination Events

	
182


	
 

	
7.2

	
Trustee to Act; Appointment of Successor

	
188


	
 

	
7.3

	
Notification to Trust Interest Owners, the Depositor and the Rating Agencies

	
191


	
 

	
7.4

	
Other Remedies of Trustee

	
191


	
 

	
7.5

	
Waiver of Past Servicer Termination Events and Special Servicer Termination Events

	
191


	
 

	
7.6

	
Trustee as Maker of Advances

	
192


	
 

	
 

	
 

	
 


	
8.

	
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	
192


	
 

	
 

	
 

	
 


	
 

	
8.1

	
Duties of the Trustee and the Certificate Administrator

	
192


	
 

	
8.2

	
Certain Matters Affecting the Trustee and the Certificate Administrator

	
195


	
 

	
8.3

	
Neither the Trustee nor the Certificate Administrator is Liable for Trust Interests or the Mortgage Loan

	
197


	
 

	
8.4

	
Trustee and Certificate Administrator May Own Certificates

	
199


	
 

	
8.5

	
Trustee’s and Certificate Administrator’s Fees and Expenses

	
199


	
 

	
8.6

	
Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance

	
200


	
 

	
8.7

	
Resignation and Removal of the Trustee or the Certificate Administrator

	
201


	
 

	
8.8

	
Successor Trustee or Successor Certificate Administrator

	
203


	
 

	
8.9

	
Merger or Consolidation of the Trustee or the Certificate Administrator

	
203


	
 

	
8.10

	
Appointment of Co-Trustee or Separate Trustee

	
204


	
 

	
8.11

	
Appointment of Authenticating Agent

	
205


	
 

	
8.12

	
Trustee and Certificate Administrator Indemnification; Third-Party Claims

	
206


	
 

	
8.13

	
Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information

	
208


	
 

	
8.14

	
Access to Certain Information

	
208


	
 

	
8.15

	
Appointment of Custodian

	
216


	
 

	
 

	
 

	
 


	
9.

	
CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION PARTY

	
217




 


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TABLE OF CONTENTS

(continued) 

 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
9.1

	
Selection and Removal of the Controlling Class Representative and the Risk Retention Consultation Party

	
217


	
 

	
9.2

	
Limitation on Liability of Controlling Class Representative and the Risk Retention Consultation Party; Acknowledgements of the Trust Interest Owners

	
219


	
 

	
9.3

	
Consent to Various Actions; Rights and Powers of the Controlling Class Representative; Consultation Rights of the Risk Retention Consultation Parties

	
220


	
 

	
9.4

	
Controlling Class Representative Contact with Servicer and Special Servicer

	
223


	
 

	
 

	
 

	
 


	
10.

	
TERMINATION

	
224


	
 

	
 

	
 

	
 


	
 

	
10.1

	
Termination

	
224


	
 

	
10.2

	
Additional Termination Requirements

	
224


	
 

	
10.3

	
Trusts Irrevocable

	
225


	
 

	
 

	
 

	
 


	
11.

	
MISCELLANEOUS PROVISIONS

	
225


	
 

	
 

	
 

	
 


	
 

	
11.1

	
Amendment

	
225


	
 

	
11.2

	
Recordation of Agreement; Counterparts

	
228


	
 

	
11.3

	
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

	
228


	
 

	
11.4

	
Notices

	
229


	
 

	
11.5

	
Notices to the Rating Agencies

	
235


	
 

	
11.6

	
Severability of Provisions

	
235


	
 

	
11.7

	
Limitation on Rights of Trust Interest Owners

	
235


	
 

	
11.8

	
Trust Interests Nonassessable and Fully Paid

	
236


	
 

	
11.9

	
Reproduction of Documents

	
236


	
 

	
11.10

	
No Partnership

	
236


	
 

	
11.11

	
Actions of Trust Interest Owners

	
237


	
 

	
11.12

	
Successors and Assigns

	
237


	
 

	
11.13

	
Acceptance by Authenticating Agent, Certificate Registrar

	
238


	
 

	
11.14

	
Streit Act

	
238


	
 

	
11.15

	
Assumption by Trust of Duties and Obligations of the Lender Under the Mortgage Loan Documents

	
238


	
 

	
11.16

	
Treatment as a Security Agreement

	
238


	
 

	
11.17

	
Cooperation With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement

	
239


	
 

	
 

	
 

	
 


	
12.

	
REMIC ADMINISTRATION

	
239


	
 

	
 

	
 

	
 


	
 

	
12.1

	
REMIC Administration

	
239


	
 

	
12.2

	
Foreclosed Property

	
242


	
 

	
12.3

	
Prohibited Transactions and Activities

	
244




 


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TABLE OF CONTENTS

(continued) 

 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
 

	
12.4

	
Indemnification with Respect to Certain Taxes and Loss of REMIC Status

	
245


	
 

	
 

	
 

	
 


	
13.

	
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	
245


	
 

	
 

	
 

	
 


	
 

	
13.1

	
Intent of the Parties; Reasonableness

	
245


	
 

	
13.2

	
Succession; Sub-Servicers; Subcontractors

	
246


	
 

	
13.3

	
Other Securitization Trust’s Filing Obligations

	
248


	
 

	
13.4

	
Form 10-D Disclosure

	
248


	
 

	
13.5

	
Form 10-K Disclosure

	
249


	
 

	
13.6

	
Form 8-K Disclosure

	
249


	
 

	
13.7

	
Annual Compliance Statements

	
250


	
 

	
13.8

	
Annual Reports on Assessment of Compliance with Servicing Criteria

	
251


	
 

	
13.9

	
Annual Independent Public Accountants’ Servicing Report

	
253


	
 

	
13.10

	
Significant Obligor

	
254


	
 

	
13.11

	
Sarbanes-Oxley Backup Certification

	
255


	
 

	
13.12

	
Indemnification

	
255


	
 

	
13.13

	
Amendments

	
258


	
 

	
13.14

	
Termination of the Certificate Administrator

	
258


	
 

	
13.15

	
[Reserved].

	
258


	
 

	
13.16

	
Termination of Sub-Servicing Agreements

	
258


	
 

	
13.17

	
Notification Requirements and Deliveries in Connection With Securitization of a Companion Loan

	
259




 

 EXHIBITS

 

	
Exhibit A-1

	
Form of Class A Certificates


	
Exhibit A-2

	
Form of Class B Certificates


	
Exhibit A-3

	
Form of Class R Certificates


	
Exhibit A-4

	
Form of Class VRR Certificates


	
Exhibit B

	
Form of Request for Release


	
Exhibit C

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


	
Exhibit D

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


	
Exhibit E

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


	
Exhibit F

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


	
Exhibit G-1

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


	
Exhibit G-2

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




 


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TABLE OF CONTENTS

(continued)


 


	
 

	
 

	
 

	
Page





 

	
Exhibit G-3

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


	
Exhibit H-1

	
Form of Transferor Certification for Transfers of Definitive Certificates


	
Exhibit H-2

	
Form of Investment Representation Letter for Transfers of Definitive Certificates


	
Exhibit H-3

	
Form of Transferee Certificate for Transfer of Class VRR Certificates


	
Exhibit H-4

	
Form of Transferor Certificate for Transfer of Class VRR Certificates


	
Exhibit H-5

	
Form of Transferee Certificate for Transfer of Uncertificated VRR Interest


	
Exhibit H-6

	
Form of Transferor Certificate for Transfer of Uncertificated VRR Interest


	
Exhibit I-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 I-2

	
Form of Transferor Letter for Transfer of Class R Certificates


	
Exhibit J

	
Form of ERISA Representation Letter


	
Exhibit K-1

	
Form of Investor Certification - Access to Information


	
Exhibit K-2

	
Form of Investor Certification - Access Solely to Distribution Date Statements


	
Exhibit K-3

	
Form of Investor Certification – Voting and Other Rights


	
Exhibit L

	
Applicable Servicing Criteria


	
Exhibit M

	
Form of NRSRO Certification


	
Exhibit N

	
Form of Online Market Data Provider Certification


	
Exhibit O

	
[Reserved]


	
Exhibit P

	
Form of Distribution Date Statement


	
Exhibit Q

	
[Reserved]


	
Exhibit R

	
Form of Certificate Administrator Receipt in Respect of the Class VRR Certificates


	
Exhibit S

	
Form of Certification of the Risk Retention Consultation Party


	
Exhibit T-1

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


	
Exhibit T-2

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


	
Exhibit U

	
Loan Seller Sub-Servicers


	
Exhibit V

	
Additional Form 10-D Disclosures


	
Exhibit W

	
Additional Form 10-K Disclosures


	
Exhibit X

	
Form of Additional Disclosure Notification


	
Exhibit Y

	
Form of 8-K Disclosure


	
Exhibit Z-1

	
Form of Certification to be Provided by the Certificate Administrator


	
Exhibit Z-2

	
Form of Certification to be Provided by the Servicer


	
Exhibit Z-3

	
Form of Certification to be Provided by the Special Servicer


	
Exhibit Z-4

	
Form of Certification to be Provided to Depositor by the Custodian


	
Exhibit Z-5

	
Form of Certification to be Provided to Depositor by the Trustee




 


    vi


     


    
 

 

This Trust and Servicing Agreement (“Agreement”), is dated as of December 8, 2019, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.

 

INTRODUCTORY STATEMENT

 

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

 

Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Goldman Sachs Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO Harris Bank N.A. (together with its successors in interest, “BMO Harris”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO Harris such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise

 


     


     


    
modified, “Note A-1-1”); (j) that certain Promissory Note A-1-2, dated November 26, 2019 in the original principal amount of $242,900,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1-2”); (k) that certain Promissory Note A-2, dated November 26, 2019 in the original principal amount of $146,450,000.00 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2”); and (k) that certain Promissory Note A-3, dated November 26, 2019 in the original principal amount of $146,450,000.00 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-3”; and each of Note A-1-1, Note A-1-2, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note B-1, Note B-2, Note B-3 and Note B-4, a “Note”, and together, the “Notes”). The Mortgage Loan was originated by CREFI, GS Bank, BCREI and BMO Harris pursuant to that certain Loan Agreement, dated as of November 26, 2019 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”), by and between CREFI, GS Bank, BCREI and BMO Harris as lender, 650 Madison Owner LLC, as borrower (together with its permitted successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrower”). As of the Cut-off Date, the aggregate outstanding principal balance of the Trust Loan is $214,200,000, the aggregate outstanding principal balance of the Companion Loans is $585,800,000, and the aggregate outstanding principal amount of the Mortgage Loan is $800,000,000.

 

Note A-4, Note A-5, Note A-6 and Note A-7 are collectively referred to herein as the “Senior Trust Notes”. Note B-1, Note B-2, Note B-3 and Note B-4 are collectively referred to herein as the “Junior Trust Notes”. Each of the Senior Trust Notes and the Junior Trust Notes are referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”. Note A-1-1, Note A-1-2, Note A-2 and Note A-3 are each referred to herein as a “Companion Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan” and are collectively referred to herein as the “Companion Loans”. The Senior Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Senior Notes” and, each as a “Senior Note”.

 

On or prior to the Closing Date, GS Bank transferred its interests in GS Bank’s portion of the Trust Loan (including, without limitation, Note A-5 and Note B-2) to Goldman Sachs Mortgage Company (together with its successors in interest, “GSMC”).

 

The Trust Loan was sold and assigned by CREFI, GSMC, BCREI and BMO Harris to the Depositor pursuant to: (i) in the case of the portion of the Trust Loan evidenced by Note A-4 and Note B-1, that certain Trust Loan Purchase Agreement, dated as of December 8, 2019 (the “CREFI Trust Loan Purchase Agreement”), by and between CREFI and the Depositor, (ii) in the case of the portion of the Trust Loan evidenced by Note A-5 and Note B-2, that certain Trust Loan Purchase Agreement, dated as of December 8, 2019 (the “GSMC Trust Loan Purchase Agreement”), by and between GSMC and the Depositor, (iii) in the case of the portion of the Trust Loan evidenced by Note A-6 and Note B-3, that certain Trust Loan Purchase Agreement, dated as

 


    2


     


    
of December 8, 2019 (the “BCREI Trust Loan Purchase Agreement”), by and between BCREI and the Depositor, and (iv) in the case of the portion of the Trust Loan evidenced by Note A-7 and Note B-4, that certain Trust Loan Purchase Agreement, dated as of December 8, 2019 (the “BMO Harris Trust Loan Purchase Agreement”), by and between BMO Harris and the Depositor. The CREFI Trust Loan Purchase Agreement, the GSMC Trust Loan Purchase Agreement, the BCREI Trust Loan Purchase Agreement and the BMO Harris Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the “Trust Loan Purchase Agreements”.

 

The respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Agreement Between Noteholders, dated as of the Origination Date (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Co-Lender Agreement”), by and between CREFI, as initial holder of Note A-1-1, Note A-1-2, Note A-4 and Note B-1, GS Bank, as initial holder of Note A-2, Note A-5 and Note B-2, BCREI, as initial holder of Note A-3, Note A-6 and Note B-3, and BMO Harris, as initial holder of Note A-7 and Note B-4.

 

The Depositor has, in turn, transferred the Trust Loan to the Trust. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class B and Class R Certificates (collectively, the “Non-Retained Certificates”) and the Combined VRR Interest, which in the aggregate will evidence the entire beneficial interest in the Trust Fund.

 

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

 

The Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage and the related Mortgage Loan Documents.

 

The Depositor intends to sell the Non-Retained Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws.

 

UPPER-TIER REMIC

 

The Class A, Class B and Class VRR Certificates and the Uncertificated VRR Interestshall evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R Certificates. The following table sets forth the class designation, the initial Pass-Through Rate and the aggregate initial Certificate Balance (the “Initial Certificate Balance”) or initial Uncertificated VRR Interest Balance (the

 


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“Initial Uncertificated VRR Interest Balance”), as applicable, for each Class of Principal Balance Certificates, the Uncertificated VRR Interest and the Class UT-R Interest, which comprise the interests in the Upper-Tier REMIC created hereunder:

 

	
Class Designation

	
 

	
Initial Pass-Through Rate(1)

	
 

	
Initial Certificate Balance or Initial Uncertificated VRR Interest Balance


	
Class A

	
 

	
3.575%(2)

	
 

	
$105,735,000


	
Class B

	
 

	
3.575%(2)

	
 

	
$97,755,000


	
Class VRR

	
 

	
(3)

	
 

	
$8,568,000


	
Uncertificated VRR Interest

	
 

	
(4)

	
 

	
$2,142,000


	
Class UT-R(5)

	
 

	
N/A(5)

	
 

	
N/A(5)




 


 





	(1)
 

	
 Interest will accrue with respect to all of the Non-Retained Principal Balance Certificates on the basis of a 360-day year consisting of twelve 30-day months (a “30/360 Basis”).




 

	
(2)

	
Represents the initial related Pass-Through Rate. For any Distribution Date, the Pass-Through Rate of each Class of the Class A and Class B Certificates will be a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution Date.




 

	
(3)

	
Other than for tax reporting purposes, the Class VRR Certificates will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of the VRR Interest Distribution Amount for such Distribution Date as set forth in Section 4.1(b). For tax reporting purposes, the Class VRR Certificates will accrue interest at a per annum rate equal to the Pass-Through Rate for the Class LVRR Uncertificated Interest from time to time.




 

	
(4)

	
Other than for tax reporting purposes, the Uncertificated VRR Interest will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of the VRR Interest Distribution Amount for such Distribution Date as set forth in Section 4.1(b). For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at a per annum rate equal to the Pass-Through Rate for the LUVRR Uncertificated Interest from time to time.




 

	
(5)

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




 

LOWER-TIER REMIC

 

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

 

	
Class Designation

	
 

	
Pass-Through Rate

	
 

	
Original Lower-Tier
Principal Amount


	
Class LA

	
 

	
(1)

	
 

	
$105,735,000




 


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Class LB

	
 

	
(1)

	
 

	
$97,755,000


	
Class LVRR

	
 

	
(1)

	
 

	
$8,568,000


	
LUVRR

	
 

	
(1)

	
 

	
$2,142,000


	
Class LT-R(2)

	
 

	
N/A

	
 

	
N/A




 


 





	
(1)

	
For any Distribution Date, the Pass-Through Rate of each of the Class LA, Class LB, Class LVRR and LUVRR Uncertificated Interests will be a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution Date.




 

	
(2)

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




 

CREDIT RISK RETENTION

 

An economic interest in the credit risk of the Mortgage Loan is expected to be retained pursuant to the Credit Risk Retention Rules as an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) in the form of the Combined VRR Interest. CREFI will act as “retaining sponsor” under, and as defined in, the Credit Risk Retention Rules.

 

On the Closing Date, pursuant to the CREFI Trust Loan Purchase Agreement, CREFI shall receive, as partial consideration for its sale to the Depositor of 40% of the Mortgage Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $4,284,000, representing approximately 40% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “CREFI VRR Interest Portion”).

 

On the Closing Date, pursuant to the GSMC Trust Loan Purchase Agreement, GS Bank, an “originator” (within the meaning of the Credit Risk Retention Rules) of the Mortgage Loan, shall receive, as partial consideration for its sale (through GSMC) to the Depositor of 20% of the Mortgage Loan, Uncertificated VRR Interest with an initial principal balance of $2,142,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “GS Bank VRR Interest Portion”).

 

On the
Closing Date, pursuant to the BCREI Trust Loan Purchase Agreement, Barclays Bank PLC (“BBPLC”), a “majority-owned
affiliate” (within the meaning of the Credit Risk Retention Rules) of BCREI (an “originator” within the meaning
of the Credit Risk Retention Rules of the Mortgage Loan), shall receive, as partial consideration for BCREI’s sale to the
Depositor of 20% of the Mortgage Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $2,142,000, representing
approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “BCREI VRR Interest
Portion”).

 

On the Closing Date, pursuant to the BMO Harris Trust Loan Purchase Agreement, BMO Harris, an “originator” (within the meaning of the Credit Risk Retention Rules) of the Mortgage Loan, shall receive, as partial consideration for its sale to the Depositor of 20% of the Mortgage Loan, Class VRR Certificates with an initial aggregate Certificate Balance of




 


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$2,142,000,
representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “BMO
Harris VRR Interest Portion”).

 

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

 

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

 

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

 

1.            DEFINITIONS

 

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

 

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

 

“17g-5 Information Provider’s Website”: The internet website of the 17g-5 Information Provider that shall initially be located within the Certificate Administrator’s Website (https://sf.citidirect.com), under the “NRSRO” tab on the page relating to this transaction. Such website shall provide means of navigation for each Rating Agency and other NRSRO to the portion of the Certificate Administrator’s Website available to each applicable type of Privileged Person.

 

“30/360 Basis”: As defined in the Preliminary Statement.

 

“Acceptable Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrower shall maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the 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. In making this determination, the Special Servicer, to the extent consistent with Accepted Servicing Practices, may rely on the opinion of an insurance consultant, which shall be a Trust Fund Expense.

 

“Acceptable LLC”: A limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution of all of the members or the withdrawal or the disassociation of all of the members from such limited liability company, will immediately become the sole member of such limited liability company and (ii) otherwise meets the Rating Agency criteria then applicable to such entities.

 


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

 

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

 

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

 

“Actual/360 Basis”: The accrual of interest on the basis of the actual number of days elapsed in the related Interest Accrual Period in a year assumed to consist of 360 days.

 

“Additional Servicer”: Each Person other than the Servicer, the Special Servicer and the Certificate Administrator, who Services the Mortgage Loan as of any date of determination.

 

“Additional Servicing Compensation”: Default Interest and late payment fees (to the extent remaining after all payments pursuant to Section 3.4(c)(v)), assumption fees, defeasance fees, assumption application fees, release fees, Modification Fees, Consent Fees, loan service transaction fees, insufficient fund fees and similar fees and expenses to which the Servicer and the Special Servicer are entitled (to the extent not otherwise prohibited by and specifically allocated to such amounts) in accordance with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b)) on the investment of funds deposited in the Collection Account, any Foreclosed Property, Account the Loss of Value Reserve Fund and, to the extent interest is not payable to the Borrower, the Cash Management Account and any Reserve Account pursuant to Section 3.8.

 

“Adjusted Net Mortgage Rate”: With respect to the Trust Loan (even if the Property becomes a Foreclosed Property), the annualized rate at which interest would have to accrue in respect of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued (exclusive of Default Interest) in respect of the Trust Loan at a per annum rate equal to the Net Mortgage Rate during the Mortgage Loan Interest Accrual Period that ends in the calendar month in which such Distribution Date occurs; provided, that: (i) the Adjusted Net Mortgage Rate for the Distribution Dates in January and February in any year which is not a leap year and in February in any year which is a leap year (unless, in any such case, such Distribution Date is the final Distribution Date) will be determined based on the “aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued”, as referred to above in this sentence, being net of the related Withheld Amounts transferred to the Interest Reserve Account; (ii) the Adjusted Net Mortgage Rate for the Distribution Date in March (or, if it is the Final Distribution Date, the Distribution Date in February) of any year will be determined based on the “aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued”, as referred to above in this sentence, including any such Withheld Amounts that are part of the related Aggregate Available Funds; and (iii) in all cases, the Adjusted Net Mortgage Rate will be determined without regard to (x) any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Special Servicer in connection with a workout or proposed workout of the Trust Loan or otherwise, or resulting from a bankruptcy,

 


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insolvency or similar proceeding involving the Borrower or otherwise, (y) any increase in the Interest Rate for the Trust Loan as a result of a Mortgage Loan Event of Default or (z) the Property becoming a Foreclosed Property.

 

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

 

“Administrative Fee Rate”: The sum of the Servicing Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Licensing Fee Rate.

 

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

 

“Advance Interest”: Interest, compounded annually, on the aggregate amount of Advances with respect to the Mortgage Loan and/or the Property at the Advance Interest Rate.

 

“Advance Interest Rate”: The “prime rate” published in the “Money Rates” section of The Wall Street Journal. If The Wall Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent publication that publishes such “prime rate”, and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then the Servicer is required to reasonably select a comparable interest rate index.

 

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

 

“Advisers Act”: As defined in Section 5.3(o).

 

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

 

“Affiliated Manager”: Any Property Manager in which the Borrower, any Borrower Sponsor or the Guarantor controls or has, directly or indirectly, more than 20% of the legal, beneficial or economic interest therein. For the purposes of this definition, “control” when used with respect to any specific 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.

 

“Aggregate Available Funds”: With respect to each Distribution Date, an amount equal to: (a) the aggregate (without duplication) of (i) all amounts (other than any Prepayment

 


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Fees) received in respect of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period (including, without limitation, amounts in the form of payments, any Repurchase Price (or Loss of Value Payments by any Loan Seller in lieu thereof) or any other purchase price of the Trust Loan received by the Trust, any Liquidation Proceeds and, to the extent not otherwise applied to the repair or restoration of the Property, any Insurance Proceeds and Condemnation Proceeds received by the Trust), (ii) any advance of interest on the Trust Loan for such Distribution Date, (iii) any Compensating Interest Payment made with respect to the Trust Loan for the related Remittance Date, (iv) any amounts transferred to the Collection Account from any other account maintained under this Agreement for distribution on such Distribution Date (provided that the Servicer receives such transfer no later than the close of business on the Business Day prior to the related Remittance Date), (v) with respect to the Distribution Date occurring in March (or, if such Distribution Date is the final Distribution Date, in February), of each calendar year (commencing in 2020), the Withheld Amounts to be transferred from the Interest Reserve Account to the Distribution Account and (vi) any payment of interest received prior to the related Collection Period but intended to cover interest accrued during the Interest Accrual Period that corresponds to the Payment Date in the related Collection Period; reduced by (b) the aggregate (without duplication) of (i) the Aggregate Available Funds Reduction Amount for the related Remittance Date, (ii) with respect to any Distribution Date occurring in January (except in a leap year) or February of each calendar year (commencing in 2020) (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld Amount transferred or to be transferred to the Interest Reserve Account, (iii) any portion of the amounts described in clause (a)(i) of this definition that represents escrow payments, reserve funds or amounts received in respect of future accrual periods and (iv) any portion of any Monthly Interest Payment Advance with respect to such Distribution Date to be applied to pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) and/or the CREFC® Licensing Fee. Aggregate Available Funds shall not include any amounts allocable to the Companion Loans under the Co-Lender Agreement

 

“Aggregate Available Funds Reduction Amount”: With respect to any Distribution Date, the aggregate of all amounts withdrawn from the Collection Account pursuant to clauses (i) through (xi) of the first paragraph of Section 3.4(c) of this Agreement with respect to the related Remittance Date.

 

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

 

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

 

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

 

“Applicable Fitch Permitted Investment Rating”: (A) In the case of such investments with maturities of 30 days or less, the short-term debt obligations (or, if applicable, deposit accounts) of which are rated at least “F1” by Fitch or the long-term debt obligations (or, if applicable, deposit accounts) of which are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than 30 days, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “F1+” by Fitch or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA-” by Fitch.

 


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

 

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

 

“Applied Realized Loss Amount”: (a) With respect to any Class of Non-Retained Principal Balance Certificates or any Uncertificated Lower-Tier Interest (other than the Class LVRR Uncertificated Lower-Tier Interest and the LUVRR Uncertificated Lower-Tier Interest), the related Applied Non-Retained Realized Loss Amount; and (b) with respect to the Combined VRR Interest, the Class VRR Certificates, the Uncertificated VRR Interest, the Class LVRR Uncertificated Lower-Tier Interest or the LUVRR Uncertificated Lower-Tier Interest, the related Applied VRR Realized Loss Amount.

 

“Applied Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Non-Retained Principal Balance Certificates or the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest (other than the Class LVRR Uncertificated Lower-Tier Interest and the LUVRR Uncertificated Lower-Tier Interest), as applicable, in respect of Realized Losses pursuant to Section 4.1(j).

 

“Applied VRR Realized Loss Amount”: All amounts applied to reduce the Combined VRR Interest Balance of the Combined VRR Interest, the Certificate Balance the Class VRR Certificates, the Uncertificated VRR Interest Balance, the Lower-Tier Principal Amount of the Class LVRR Uncertificated Lower-Tier Interest or the Lower-Tier Principal Amount of the LUVRR Uncertificated Lower-Tier Interest, as applicable, in respect of applicable Realized Losses pursuant to Section 4.1(k).

 

“Appraisal”: With respect to the Property or Foreclosed Property, an appraisal of the Property or Foreclosed Property, as the case may be, conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute by an Independent Appraiser and certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal” hereunder for all purposes if such original Appraisal was performed within the previous 18 months. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that a “value” or “appraised value” be used with

 


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respect to the Property or Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation is specifically required (such as the appraised value of the Property at origination). For purposes of determining an Appraisal Reduction Amount, the Appraised Value (as determined by an updated Appraisal) of the Property shall be determined on an “as-is” basis.

 

“Appraisal-Reduced Class”: As defined in Section 3.7(f).

 

“Appraisal Reduction Amount”: As of any date of determination, subject to Section 3.7(e) of this Agreement, an amount equal to the excess of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on the Mortgage Loan at the Interest Rate, (B) all related unreimbursed Administrative Advances and Property Protection Advances and unpaid interest at the Advance Interest Rate on all Advances in respect of the Mortgage Loan or the Property, (C) all currently due and unpaid real estate taxes and assessments and Insurance Premiums and all other amounts, including, if applicable, ground rents, due and unpaid in respect of the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (D) to the extent not duplicative of amounts in clauses (B) or (C), all unpaid Trust Fund Expenses then due under the Mortgage Loan Agreement, over (ii) the sum of (A) the aggregate of either (1) 90% of the related appraised value (as determined by an updated Appraisal that was performed within 9 months prior to the Appraisal Reduction Event if the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal, and otherwise was performed since the date of such material change if the Special Servicer is aware thereof), or (2) if the events described in clauses (i) through (iii) in the first sentence of Section 3.7(e) occur with respect to the Property, the Hypothetical Appraised Value of the Property, in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the Mortgage Loan Documents, plus (B) any escrows or reserve amounts with respect to the Mortgage Loan, including for taxes, Insurance Premiums and ground rents. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Any resulting Appraisal Reduction Amount with respect to the Mortgage Loan will be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes).

 

“Appraisal Reduction Event”: The earliest of (i) 120 days after an uncured payment delinquency (other than a delinquency in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing or sale of the Property is anticipated within 120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written and binding (a) refinancing commitment, (b) letter of intent or (c) term sheet, in each case, from an acceptable lender, or a signed purchase agreement from an acceptable purchaser, in each case reasonably satisfactory in form and substance to the Servicer and any applicable Consenting Party, which provides that such refinancing or sale shall occur within 120 days after the Maturity Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Interest Payments or a material adverse economic change with respect to the terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the Maturity Date of the Mortgage

 


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Loan (except for an extension within the time periods described in clause (ii) above), (v) 60 days after a receiver has been appointed in respect of the Property on behalf of the Trust or any other creditor, (vi) immediately after any Borrower-Related Party declares, or becomes the subject of, bankruptcy, insolvency or similar proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors unless such action is dismissed within 45 days, or (vii) immediately after the Property becomes a Foreclosed Property.

 

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

 

“Assignment of Agreements”: As defined in the Mortgage Loan Agreement.

 

“Assignment of Leases”: As defined in the Mortgage Loan Agreement.

 

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

 

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

 

“Assumed Monthly Interest Payment”: With respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan), for the Maturity Date in connection with, or for any Assumed Payment Date following, a delinquency in the payment of the Balloon Payment, or for any Assumed Payment Date following the foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment of interest that would have been due in respect of the Trust Loan on its Maturity Date and each subsequent Payment Date (or Assumed Payment Date) (or on each Payment Date (or Assumed Payment Date) after the occurrence of a foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan) if the Trust Loan had been required to continue to accrue interest in accordance with its terms, and without regard to the occurrence of the Maturity Date (or the occurrence of such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion), in each case as such terms may have been modified, and the Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the Borrower or its Affiliates or a modification, waiver or amendment granted or agreed to by the Servicer or the Special Servicer.

 

“Assumed Payment Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the Balloon Payment or the foreclosure, in whole or in part, of the Mortgage Loan or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof), the date that would have been the Payment Date in such calendar month if the

 


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Maturity Date or the foreclosure of the Mortgage Loan (or portion thereof) or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof) had not occurred.

 

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

 

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

 

“Balloon Payment”: The payment of the outstanding principal balance of the Mortgage Loan, the Trust Loan or any Companion Loan, as applicable, together with all unpaid interest, due and payable on the Maturity Date.

 

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

 

“BBPLC”: As defined in the Introductory Statement hereto.

 

“BCREI”: As defined in the Introductory Statement hereto.

 

“BMO Harris”: As defined in the Introductory Statement hereto.

 

“Borrower”: As defined in the Introductory Statement.

 

“Borrower Parties”: Collectively, the Borrower, the Borrower Sponsors and the Guarantors.

 

“Borrower Party”: Any of the Borrower Parties.

 

“Borrower Reimbursable Trust Fund Expenses”: Expenses for which the Borrower is obligated to reimburse the Trust pursuant to the Mortgage Loan Agreement (including, without limitation, Sections 4.29, 4.30 and 10.21 of the Mortgage Loan Agreement).

 

“Borrower Related Party”: Individually or collectively, as the context may require, any Borrower, any Affiliated Manager, any Borrower Sponsor and any Guarantor and any Affiliate of any of the foregoing.

 

“Borrower Restricted Party”: Individually or collectively, as the context may require, (i) the Borrower, the Borrower Sponsors, any borrower under a related mezzanine loan, any guarantor, any operating lessee or any property manager, or any of their respective managers, servicers, agents or Affiliates, (ii) a Restricted Holder, (iii) any Person controlling or controlled by or under common control with the Borrower, the Borrower Sponsors, any borrower under a related

 


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mezzanine loan, any guarantor, any operating lessee or any property manager or a Restricted Holder, as applicable, or (iv) any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of any interest in the Borrower, the Borrower Sponsors, any borrower under a related mezzanine loan, any guarantor, any operating lessee, any property manager or a Restricted Holder. For the purposes of this definition, “control” when used with respect to any specific 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.

 

“Borrower Sponsors”: Individually or collectively, as the context may require, Vornado Realty L.P. and Oxford Properties Group, and their respective successors in interest.

 

“Business Day”: Any day other than (a) a Saturday or a Sunday or (b) any other day on which (1) federally insured depository institutions in the State of New York or (2) the place of business of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or the financial institution that maintains the Collection Account, the Foreclosed Property Account or any Reserve Account for the Mortgage Loan, or (3) the New York Stock Exchange or the Federal Reserve Bank of New York, in each case are authorized or obligated by law, governmental decree or executive order to be closed.

 

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

 

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

 

“CCR Consultation Period”: Any period when both: (i) a CCR Control Termination Event has occurred and is continuing; and (ii) a CCR Consultation Termination Event has not yet occurred or has occurred but is no longer continuing.

 

“CCR Consultation Termination Event”: The event that occurs when (i) the Class B Certificates no longer have a Certificate Balance (without regard to the application of any Appraisal Reduction Amounts then allocable to such Class of Certificates to notionally reduce the Certificate Balance of such Class of Certificates) that is equal to or greater than 25% of the Initial Certificate Balance of such Class of Certificates, or (ii) the Controlling Class Representative or the Majority Controlling Class Certificateholders are Borrower Restricted Parties.

 

“CCR Consultation Termination Period”: Any period when a CCR Consultation Termination Event has occurred and is continuing.

 

“CCR Control Period”: Any period during which a CCR Control Termination Event (i) has not yet occurred or (ii) has occurred but is no longer continuing.

 

“CCR Control Termination Event”: The event that occurs when (i) the Class B Certificates no longer have a Certificate Balance (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class of Certificates) that is equal to or greater than 25% of the Initial Certificate Balance of such Class of Certificates, or (ii) the Controlling Class Representative or the Majority Controlling Class Certificateholders are Borrower Restricted Parties.

 


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

 

“Certificate”: Any Class A, Class B, Class VRR or Class R Certificate issued, authenticated and delivered hereunder.

 

“Certificate Administrator”: Citibank, N.A., in its capacity as certificate administrator, or if any successor Certificate Administrator is appointed as herein provided, such Certificate Administrator.

 

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

 

“Certificate Balance”: With respect to any outstanding Class of Principal Balance Certificates at any date of determination, an amount equal to (1) the Initial Certificate Balance of such Class, less (2) the sum of (a) all amounts distributed to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal, (b) the aggregate amount of applicable Realized Losses allocated to such Class of Certificates, if any, on all prior Distribution Dates pursuant to Section 4.1(j) or Section 4.1(k), as applicable. With respect to any individual Principal Balance Certificate, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of the related Class of Certificates to which such Certificate belongs.

 

“Certificate Interest Accrual Period”: With respect to any Class of Non-Retained Principal Balance Certificates and any Uncertificated Lower-Tier Interest for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

 

“Certificate Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.3 of this Agreement.

 

“Certificateholder” or “Holder”: With respect to any Certificate, the person in whose name a Certificate is registered in the Certificate Register (including, solely for the purposes of providing, distributing or otherwise making available any reports, statements or other information pursuant to this Agreement, Beneficial Owners of Certificates or prospective transferees of Certificates to the extent the Person providing, distributing or making such information available has received an appropriate Investor Certification from such beneficial owner or prospective transferee), provided, however, that (a) solely for the purpose of giving any consent, approval or waiver or taking any action pursuant to this Agreement (including voting on an amendment to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically involving the Servicer, the Special Servicer, the Trustee, the Certificate Administrator 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 will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver or take any such action has been obtained, and (b) solely for the purpose of giving any consent or

 


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taking any action pursuant to this Agreement, any Certificate beneficially owned by a Borrower Restricted 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 or take any such action has been obtained. Notwithstanding the foregoing, a Holder or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class Representative will not be subject to the restrictions contained above in this definition of Certificateholder when exercising, and will not be prohibited from exercising, any appointment rights, consent rights, consultation rights, Voting Rights or any other rights it may have, solely in its capacity as a Holder or Beneficial Owner of specifically Certificates in the Controlling Class (as opposed to a holder or beneficial owner of Certificates in general) or as Controlling Class Representative, under this Agreement, unless such Holder or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class Representative is also either (x) a Borrower Restricted Party or a sub-servicer thereof, or (y) the Servicer, the Trustee or the Certificate Administrator or any person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party.

 

“Certificateholder Quorum”: A quorum that, for purposes of Section 7.1(d) of this Agreement, consists of the Holders of Principal Balance Certificates evidencing at least 50% of the Voting Rights of the Principal Balance Certificates, on an aggregate basis.

 

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

 

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

 

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

 

“Class Interest Shortfall”: With respect to any Class of Non-Retained Principal Balance Certificates or any Uncertificated Lower-Tier Interest for any Distribution Date, the amount by which the Interest Distribution Amount for such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, and such Distribution Date, exceeds the portion of such amount actually distributed to such Class of Certificates or deemed distributed to such Uncertificated Lower-Tier Interest, as the case may be, on such Distribution Date.

 

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

 

“Class LB Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LB, is held as an asset of the Upper-Tier REMIC and has the Original 




 


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

 

“Class LT-R Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest has no Pass-Through Rate or Lower-Tier Principal Amount or notional amount. The Class LT-R Interest will be represented by the Class R Certificates.

 

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

 

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

 

“Class R Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-3 hereto and designated as a Class R Certificate. The Class R Certificates have neither a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will represent the Class LT-R Interest and the Class UT-R Interest.

 

“Class UT-R Interest”: The residual interest in the Upper Tier REMIC. The Class UT-R Interest has no Pass-Through Rate, Certificate Balance or notional amount. The Class UT-R Interest will be represented by the Class R Certificates.

 

“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-4 hereto and designated as a Class VRR Certificate. The Class VRR Certificates constitute a class of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC. For tax reporting purposes, the Class VRR Certificates will accrue interest at the Adjusted Net Mortgage Rate in effect from time to time.

 

“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.

 

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

 

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

 

“Closing Date”: December 17, 2019.

 

“Code”: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed

 


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regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to the Trust Fund.

 

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

 

“Collateral”: The Property securing the Mortgage Loan, the Leases assigned with respect to the Mortgage Loan, the agreements assigned with respect to the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds thereof) with respect to the Mortgage Loan and all other collateral which is subject to security interests and liens granted to secure the Mortgage Loan.

 

“Collateral Security Documents”: Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation, the Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.

 

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

 

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

 

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

 

“Combined VRR Interest”: The Class VRR Certificates and the Uncertificated VRR Interest, collectively.

 

“Combined VRR Interest Balance”: The Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, together.

 

“Combined VRR Interest Holders”: The holders of the Class VRR Certificates together with the Uncertificated VRR Interest Owner.

 

“Combined VRR Interest Owner”: Any Holder of a Class VRR Certificate or the Uncertificated VRR Interest Owner.

 

“Commission”: The Securities and Exchange Commission.

 

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

 

“Companion Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled payments with respect to such

 


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Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.

 

“Companion Loan Holder”: The holder of a Companion Loan and any successor thereto in respect of any Foreclosed Property.

 

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

 

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

 

“Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion Loan or REO Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.27 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 Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).

 

“Compensating Interest Payment”: A cash payment in an amount, with respect to the Mortgage Loan, equal to the lesser of (i) the amount of any Prepayment Interest Shortfall incurred in connection with a voluntary Prepayment received in respect of the Mortgage Loan during the related Collection Period prior to the Payment Date in that Collection Period, and (ii) the aggregate of the Servicer’s Servicing Fees for the related Distribution Date and, to the extent earned on Prepayments, Net Investment Earnings payable to the Servicer for the related Interest Accrual Period.

 

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

 

“Confidential Information”: With respect to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties as Trustee, Certificate Administrator, Servicer or Special Servicer, as applicable with respect to the Mortgage Loan, the Borrower Related Parties and the Property, unless such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to

 


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such Person from a source other than its activities as Trustee, Certificate Administrator, Servicer or Special Servicer, (iii) is or becomes generally available to the public other than as a result of a disclosure by Servicing Personnel or (iv) is required to be disclosed by law or court order, provided such Person shall use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be permitted to comply with its obligations hereunder to make information available to the extent that such information was received by it in its capacity as Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable.

 

“Consent Fees”: Any fees payable in connection with any request by the Borrower for lender consent pursuant to the express terms of the Mortgage Loan Documents; provided that Consent Fees shall not include fees payable in connection with a consent to a modification, extension, waiver or amendment of any term of the Mortgage Loan Documents.

 

“Consenting Party”: (i) prior to the occurrence and continuance of a Control Appraisal Period under the Co-Lender Agreement and solely during a CCR Control Period, the Controlling Class Representative; or (ii) during the occurrence and continuance of a Control Appraisal Period under the Co-Lender Agreement, the holder of Note A-1-1 or its representative. For the avoidance of doubt, the Controlling Class Representative shall not be a Consenting Party if and for so long as a CCR Control Termination Event is in effect or during the existence of a Control Appraisal Period. Notwithstanding the foregoing, no Consenting Party can be a Borrower Restricted Party.

 

“Consolidated, Amended and Restated Promissory Note”: That certain Consolidated, Amended and Restated Promissory Note, dated the Origination Date, in the stated principal amount of Eight Hundred Million and No/100 Dollars ($800,000,000.00), made by Borrower in favor of CREFI, GS Bank, BCREI and BMO Harris.

 

“Consulting Party”: Each of: (i) solely during a CCR Consultation Period and provided that no Control Appraisal Period under the Co-Lender Agreement has occurred and is continuing, the Controlling Class Representative; (ii) each Risk Retention Consultation Party; and (iii) during the occurrence and continuance of a Control Appraisal Period under the Co-Lender Agreement, each Companion Loan Holder (to the extent the Companion Loan Holders are entitled to exercise such consultation rights under the Co-Lender Agreement). For the avoidance of doubt, the Controlling Class Representative shall not be a Consulting Party if and for so long as a CCR Consultation Termination Event is in effect or during the existence of a Control Appraisal Period, and any consultation rights of the Companion Loan Holders shall be subject to the terms of the Co-Lender Agreement. Notwithstanding the foregoing, no Consulting Party can be a Borrower Restricted Party.

 

“Control Appraisal Period”: As defined in the Co-Lender Agreement.

 

“Controlling Class”: The Class B Certificates. No other Class of Certificates will be eligible to act as the Controlling Class or appoint a Controlling Class Representative.

 

“Controlling Class Representative”: The Holder of the Controlling Class (or other representative) selected or designated, as applicable, in accordance with Section 9.1.

 


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

 

“Corporate Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located: (i) with respect to the Trustee: 1100 North Market Street, Wilmington, Delaware 19890, Attention: MAD 2019-650M, or the principal trust office of any successor Trustee qualified and appointed pursuant to Section 8.8, and (ii) with respect to the Certificate Administrator: (a) for purposes of administration of the Trust, 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services—MAD 2019-650M, and (b) for purposes of certificate transfer and presentment of Certificates for final payment thereon, 480 Washington Boulevard, 30th Floor Jersey City, New Jersey 07310, Attention: Securities Window, or the principal trust office of any successor Certificate Administrator qualified and appointed pursuant to Section 8.8.

 

“Credit Risk Retention Rules” or “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.) and the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, 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.

 

“CREFC®”: The CRE Finance Council, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other association or organization as will be reasonably acceptable to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator.

 

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

 


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the form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

“CREFC® Licensing Fee”: The “CREFC® Intellectual Property Royalty License Fee” payable to CREFC® in connection with the usage of CREFC® trademarks, which shall be equal to, with respect to the Trust Loan and any Mortgage Loan Interest Accrual Period, the amount of interest accrued during such Mortgage Loan Interest Accrual Period at the related CREFC® Licensing Fee Rate on the same principal balance, in the same manner, and for the same number of days as any related interest payment with respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during such Mortgage

 


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Loan Interest Accrual Period is computed. Any payments of the CREFC® Licensing 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 Servicer in writing at least two (2) Business Days prior to the Remittance Date):

 

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

 

Bank Name: JPMorgan Chase Bank, National Association

 

Bank Address: 80 Broadway, New York, NY 10005

 

Routing Number: 021000021

 

Account Number: 213597397

 

For the avoidance of doubt, the CREFC® Licensing Fee shall be deemed payable from the Lower-Tier REMIC.

 

“CREFC® Licensing Fee Rate”: 0.00050% per annum.

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 


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

 

“CREFC® Reports”: Collectively refers to the following reports as may be amended, updated or supplemented from time to time as part of the CREFC® “Investor Reporting Package” and any additional reports that become part of the CREFC® “Investor Reporting Package” from time to time:

 

(a)           the following eight 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® Financial File; (v) CREFC® Special Servicer Loan File; (vi) CREFC® Special Servicer Property File; (vii) CREFC® Bond Level File; and (viii) CREFC® Collateral Summary File;

 

(b)           the following ten supplemental reports and methodology (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® Servicer Watch List/Portfolio Review Guidelines; (ii) CREFC® Delinquent Loan Status Report; (iii) CREFC® REO Status Report; (iv) CREFC® Comparative Financial Status Report; (v) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report; (vi) CREFC® Loan Level Reserve/LOC Report; (vii) CREFC® Total Loan Report (to the extent any portion of the Mortgage Loan is held outside the Trust); (viii) CREFC® Advance Recovery Report; (ix) CREFC® Operating Statement Analysis Report; (x) CREFC® NOI Adjustment Worksheet;

 

(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

 


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

 

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

 

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

 

“CREFC® Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “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 monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available as of the Closing Date on the CREFC® Website, or such other form

 


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

 

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

 

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

 

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

 

“CREFI”: As defined in the Introductory Statement hereto.

 

“Current Interest Accrual Amount”: With respect to any Distribution Date for any Class of Non-Retained Principal Balance Certificates or any Uncertificated Lower-Tier Interest, the interest accrued during the related Interest Accrual Period at the Pass-Through Rate applicable to such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, for such Distribution Date on the Certificate Balance or Lower-Tier Principal Amount, as applicable, of such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, immediately prior to such Distribution Date.

 

“Custodial Agreement”: The custodial agreement, if any, from time to time in effect between the Custodian named therein 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 8.15 of this Agreement and, unless the Certificate Administrator is Custodian, named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Servicer or any Affiliate or agent of the Certificate Administrator or the Servicer, but may not be (i) the Depositor, the Loan Sellers or any Affiliates thereof or (ii) the Borrower, any Borrower Restricted Party or any Affiliate thereof.

 

“Cut-off Date”: December 8, 2019.

 

“Default Interest”: With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event of Default, interest accrued on the outstanding principal balance of the Mortgage Loan and, to the extent permitted by law, all accrued and unpaid

 


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interest and other amounts due in respect of the Mortgage Loan, in each case, at the excess of the Default Rate over the related Interest Rate.

 

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

 

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

 

“Deficient Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a 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 13 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.

 

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

 

“Depositor”: Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, together with its successors-in-interest.

 

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

 

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

 

“Determination Date”: The 8th day of each calendar month, but if such 8th day is not a Business Day, then the immediately succeeding Business Day, beginning in January 2020. A Determination Date relates to the Distribution Date that occurs in the same calendar month as such Determination Date.

 

“Directly Operate”: With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Foreclosed Property, the holding of such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust or the performance of any construction work on the Foreclosed Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that a Foreclosed Property will not be considered to be Directly Operated solely because the Trust (or the Special Servicer on behalf of the Trustee on behalf of the Trust) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as

 


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to repairs or capital expenditures with respect to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

 

“Disclosable Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation or other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, the Borrower, the Property Managers, the Borrower Sponsors, any guarantor in respect of the Mortgage Loan and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of such Foreclosed Property and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (i) Permitted Special Servicer/Affiliate Fees, and (ii) any special servicing compensation and fees to which the Special Servicer is entitled under this Agreement; provided, that any compensation and other remuneration that the Servicer (if it is also the Special Servicer or an Affiliate thereof) is permitted to receive or retain pursuant to this Agreement in connection with its duties as Servicer under this Agreement shall not constitute Disclosable Special Servicer Fees.

 

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

 

“Disqualified Non-U.S. Tax Person”: With respect to a Class R Certificate, (x) 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; (y) any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3; or (z) 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. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within sixty (60) days of the request, and the Certificate Administrator may charge a fee for computing and providing such information.

 

“Disqualified Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the 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 Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain

 


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farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.

 

“Distribution Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5.

 

“Distribution Date”: The 4th Business Day after each Determination Date, commencing in January 2020. The first Distribution Date shall be January 14, 2020.

 

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

 

“Eligible Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with the definition of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority, as applicable, and the long term unsecured debt obligations of which are rated at least “A2” by Moody’s or (c) an account maintained with any other insured depository institution that is the subject of a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, from each Rating Agency and Serviced Companion Loan Rating Agency for which the minimum rating is not met, with respect to any account listed in the clauses above, or from each Rating Agency, with respect to any account other than one listed in the clauses above. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument. If the holding institution for an account ceases to meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering such account hereunder shall move such account to a holding institution meeting such requirements within 30 days.

 

“Eligible Institution”: Means (a) either a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations, deposit accounts or commercial paper of which are (i) rated at least “P-1” by Moody’s in the case of letters of credit and accounts in which funds are held for 30 days or less or, in the case of letters of credit and accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations or deposit accounts of which are rated at least “A2” by Moody’s and (ii) rated at least “F1” by Fitch in the case of letters of credit and accounts in which funds are held for 30 days or less or, in the case of letters of credit and accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations or deposit accounts 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); (b) an institution that is the subject of a Rating Agency Confirmation from each Rating Agency; or

 


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(c) KeyBank National Association, provided (i) in the case of accounts in which funds are held for thirty (30) days or less, the short term unsecured debt obligations, deposit accounts or commercial paper of KeyBank National Association are rated at least “P-1” by Moody’s and “F1” by Fitch and (ii) in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations or deposit accounts of KeyBank National Association are rated at least “A2” by Moody’s and at least “A-” by Fitch.

 

“Environmental Indemnity”: As defined in the Mortgage Loan Agreement.

 

“Environmental Law”: Any present or future federal, state or local law, statute, regulation or ordinance, any judicial or administrative order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment, including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: CERCLA; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.

 

“Environmental Report”: With respect to the Property, the “Phase I” and “Phase II,” if any, environmental audit reports prepared and delivered to the Depositor in connection with the origination of the Mortgage Loan, or any subsequent environmental report prepared on behalf of the Trust hereunder meeting the requirements of the American Society for Testing and Materials.

 

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

 

“ERISA Restricted Certificate”: Any Class A or Class B Certificate; provided, that any such Certificate: (a) will cease to be considered an ERISA Restricted Certificate; and (b) will cease to be subject to the transfer restrictions contained in Section 5.3(n) of this Agreement if, as of the date of a proposed transfer of such Certificate, either (i) 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. The Class VRR Certificates will be considered ERISA Restricted Certificates if sold through Citigroup Global Markets Inc., Barclays Capital Inc. or BMO Capital Markets Corp.

 

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

 

“Excess Servicing Fees”: With respect to the Trust Loan (including all or any portion thereof that constitutes an REO Trust Loan), 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 the Trust Loan (including all or any portion thereof that constitutes an REO Trust Loan), a rate per annum equal to the Servicing Fee Rate minus 0.00125%; provided that such rate shall be subject to reduction at any time following any resignation of the Servicer pursuant to Section 6.4 of this Agreement (if no successor is appointed in accordance with Section 6.4 of this Agreement) or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably necessary (in the sole discretion

 


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of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may include the Trustee) that meets the requirements of Section 7.2 of this Agreement.

 

“Excess Servicing Fee Right”: With respect to the Trust Loan (including all or any portion thereof that constitutes an REO Trust Loan), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, KeyBank National Association shall be the owner of such Excess Servicing Fee Right.

 

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

 

“FATCA”: As defined in Section 4.2.

 

“FHLMC”: The Federal Home Loan Mortgage Corporation or any successor thereto.

 

“Final Asset Status Report”: An Asset Status Report, together with such other data or supporting information provided by the Special Servicer to any applicable Consenting Party or any applicable Consulting Party, which does not include any communications (other than the Final Asset Status Report) between the Special Servicer, on the one hand, and either a Consenting Party or a Consulting Party, on the other hand, with respect to the Mortgage Loan; provided, that no Asset Status Report shall be considered a Final Asset Status Report unless (i) any applicable Consenting Party 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 or consent, or has been deemed to approve or consent to such action or (ii) the Asset Status Report is labeled or otherwise communicated to the parties to which it is to be delivered as being final and is otherwise being implemented by the Special Servicer in accordance with the terms of this Agreement.

 

“Fitch”: Fitch Ratings, Inc. or its successor in interest. If neither Fitch Ratings, Inc. 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 Servicer and the Special Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 

“FNMA”: The Federal National Mortgage Association or any successor thereto.

 

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

 

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

 

“Foreclosure Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or the Trustee, received in respect of any

 


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Foreclosed Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.

 

“GAP Mortgage”: That certain GAP Mortgage, dated as of the Origination Date, made by the Borrower for the benefit of CREFI, GS Bank, BCREI and BMO Harris, securing the payment of an indebtedness in the sum of $125,000,000 and encumbering the Property.

 

“GAP Note”: That certain Gap Note, dated the Origination Date, in the stated principal amount of One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00), made by Borrower in favor of CREFI, GS Bank, BCREI and BMO Harris.

 

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

 

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

 

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

 

“GS Bank”: As defined in the Introductory Statement hereto.

 

“Hypothetical Appraised Value”: With respect the Property, the hypothetical “as-is” appraised value of $1,210,000,000, prepared by Cushman & Wakefield, Inc. as of October 31, 2019 which assumes all outstanding free rent and tenant improvements are funded in upfront reserve accounts by the Borrower on the Origination Date.

 

“Indemnified Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.

 

“Indemnifying Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.

 

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

 

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

 

“Independent Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent contractor” with respect to the Lower-Tier REMIC within

 


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the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the Code will be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or the Combined VRR Interest or 35% or more of the aggregate value of all Classes of Certificates and the Combined VRR Interest or such other interest in the Certificates and the Combined VRR Interest as is set forth in an Opinion of Counsel, which will, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator (or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself) or the Trust, be to the effect that the taking of any action in respect of any Foreclosed Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such Foreclosed Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.

 

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

 

“Initial Purchasers”: Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc., BMO Capital Markets Corp. and their respective successors-in-interest. “Inquiry” and “Inquiries”: As defined in Section 4.5(a).

 

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

 

“Initial Combined VRR Interest Balance”: The Initial Certificate Balance of the Class VRR Certificates, together with the Initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.

 

“Institutional Accredited Investor”: An entity that is, or in which each of the equity owners is, an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act.

 

“Insurance Premiums”: As defined in the Mortgage Loan Agreement.

 

“Insurance Proceeds”: (a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement) other than amounts to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower Related Parties each in accordance with the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released under the terms of the Mortgage Loan Agreement, Accepted Servicing Practices,

 


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(b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement only or (c) any other amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Borrower Related Parties, to the extent allocable to the Mortgage Loan under the Mortgage Loan Documents.

 

“Interest Accrual Period”: (a) With respect to the Mortgage Loan, the Trust Loan or any Companion Loan for any Payment Date, the Mortgage Loan Interest Accrual Period, and (b) with respect to each Class of Non-Retained Principal Balance Certificates for any Distribution Date, the applicable Certificate Interest Accrual Period.

 

“Interest Distribution Amount”: With respect to any Distribution Date for any Class of Non-Retained Principal Balance Certificates or any Uncertificated Lower-Tier Interest, the sum of the Current Interest Accrual Amount for such Distribution Date and such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, plus any Class Interest Shortfalls in respect of the immediately preceding Distribution Date for such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be.

 

“Interest Rate”: (i) With respect to the Senior Notes, a rate of 3.48600% per annum (the “Senior Notes Interest Rate”); (ii) with respect to the Junior Trust Notes, a rate of 3.48600% per annum (the “Junior Trust Notes Interest Rate”) (iii) with respect to the Trust Loan Notes or the Trust Loan, the weighted average of the Senior Notes Interest Rate and the Junior Trust Notes Interest Rate (weighted based on the respective principal balances of the Senior Trust Notes and the Junior Trust Notes) (the “Trust Loan Notes Interest Rate”), which is equal to a rate of 3.48600% per annum, and (iv) with respect to the Mortgage Loan, a rate of 3.48600% per annum

 

“Interest Reserve Account”: As defined in Section 3.3(b).

 

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

 

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

 

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

 

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

 

“Investment Personnel”: As defined in Section 6.5.

 

“Investor Certification”: A certificate representing, among other things, that:

 


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(i) for purposes of access to information, the Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate or a prospective purchaser of a Certificate, the Uncertificated VRR Interest Owner, the Controlling Class Representative, a Consenting Party, a Risk Retention Consultation Party or any Companion Loan Holder, and that either (a) such Person is not a Borrower Restricted Party, in which case such person will be required to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-1, and will have access to all the reports and information made available to such Privileged Persons under this Agreement, or (b) such Person is a Borrower Restricted Party, in which case such person will be required to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-2, and will only receive access to the Distribution Date Statements prepared by the Certificate Administrator; and/or

 

(ii) for purposes of exercising Voting Rights, the Person executing the certificate is a Certificateholder or a Beneficial Owner of a Certificate, and that such Person (A) is not either (1) the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any of their sub-servicers or respective Affiliates, or (2) a Borrower Restricted Party, or (B) is exercising such Voting Rights in connection with an amendment to this Agreement or other matter regarding which its Certificates are deemed outstanding pursuant to the definition of “Certificateholder”.

 

Each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it by an unrelated Person and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

 

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

 

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

 

“IRS”: The Internal Revenue Service.

 

“Junior Trust Note”: As defined in the Preliminary Statement.

 

“KBRA”: Kroll Bond Rating Agency, Inc. or its successors in interest.

 

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

 

“Lender”: CREFI, GS Bank, BCREI and BMO Harris, as originators and initial holders of the Mortgage Loan, and their respective successors and assigns in such capacity.

 

“Liquidated Property”: The Property or Foreclosed Property, if it has been liquidated.

 

“Liquidation Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Property or the sale of the

 


    37


     


    
Mortgage Loan, such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously incurred expenses that have been previously reimbursed to the party incurring the same or that were netted against income from any Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.

 

“Liquidation Fee”: A fee payable to the Special Servicer with respect to a Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or Foreclosed Property, as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to such Liquidated Property, the liquidated Mortgage Loan or Foreclosed Property. The Special Servicer will not be entitled to receive a Liquidation Fee in connection with: (i) a repurchase by a Loan Seller of its Loan Seller Percentage Interest in the Trust Loan pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement which cure period will not exceed 180 days); (ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the Special Servicer to itself; (iii) a purchase of the Mortgage Loan by an applicable mezzanine lender pursuant to the purchase option included in the related mezzanine intercreditor agreement or similar agreement; provided that the Mortgage Loan is purchased within 90 days of the date on which the applicable purchase option notice was given to the applicable mezzanine lender; provided, that for the avoidance of doubt, if there are one or more purchase option notices that are delivered subsequent to the initial purchase option notice, as long as the event that resulted in the first purchase option notice has, within the 90 day period from the date the applicable purchase option notice was given to the applicable mezzanine lender, ceased, been cured, been waived by the Servicer or Special Servicer in writing, or otherwise is no longer in effect, such 90-day period shall commence on the date of any subsequent purchase option notice given to the related mezzanine lender; (iv) a purchase of the Trust Loan, a Companion Loan or the Foreclosed Property by the Controlling Class Representative or any affiliate thereof, if such purchase occurs within 90 days after the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which the Special Servicing Loan Event that triggered the Asset Status Report occurred; or (v) the making of a Loss of Value Payment as contemplated by Section 2.9 of this Agreement unless the related Loan Seller does not make the particular Loss of Value Payment with respect to the Trust Loan until after more than 180 days following its receipt of notice or discovery of the Material Breach or Material Document Defect that gave rise to the payment of the particular Loss of Value Payment. Further notwithstanding the above, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.

 


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“Liquidation Fee Rate”: A rate equal to 0.50% (50 basis points).

 

“Liquidation Proceeds”: (i) Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or the Certificate Administrator in connection with the liquidation of the Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Mortgage Loan (other than amounts required to be paid to the Borrower Related Parties pursuant to law or the terms of the Mortgage Loan Agreement), including the proceeds of any full, partial or discounted payoff of the Mortgage Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest or late payment charges) and (ii) any Loss of Value Payments paid by a Loan Seller pursuant to Section 2.9 of this Agreement, but only to the extent transferred to the Collection Account in accordance with Section 3.4(f) (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 Loan Seller).

 

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

 

“Loan Portion”: With respect to the Trust Loan and any Loan Seller, the portion of the Trust Loan evidenced by (i) in the case of CREFI, Note A-4 and Note B-1, (ii) in the case of GSMC, A-5 and Note B-2, (iii) in the case of BCREI, Note A-6 and Note B-3, and (iv) in the case of BMO Harris, Note A-7 and Note B-4.

 

“Loan Seller”: Each of CREFI, GSMC, BCREI and BMO Harris, and their respective successors in interest.

 

“Loan Seller Percentage Interest”: With respect to any Loan Seller, the portion of the Trust Loan (including all or any portion thereof constituting an REO Trust Loan), expressed as a percentage, represented by such Loan Seller’s Loan Portion.

 

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

 

“Loss of Value Payment”: As defined in Section 2.9(e) 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 3.4(e) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any Trust REMIC.

 

“London Business Day”: Any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

 

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

 


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

 

“Lower-Tier Principal Amount”: With respect to any Uncertificated Lower-Tier Interest at any date, an amount equal to (1) the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest as specified in the Introductory Statement, less (2) the sum of (a) all amounts deemed distributed with respect to such Uncertificated Lower-Tier Interest on all previous Distribution Dates pursuant to Section 4.1(c) that represent deemed distributions of principal, and (b) the aggregate amount of applicable Realized Losses deemed allocated to such Uncertificated Lower-Tier Interest, if any, on all previous Distribution Dates pursuant to Section 4.1(j) or Section 4.1(k), as applicable. For the avoidance of doubt, the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest at any date shall equal the then Certificate Balance of the Class of Related Certificates, or in the case of the LUVRR Uncertificated Interest, the then Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.

 

“Lower-Tier REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the Trust Fund other than (i) the Loss of Value Reserve Fund and (ii) the assets of the Upper-Tier REMIC.

 

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

 

“MAI”: Members of the Appraisal Institute.

 

“Major Decision”: Any of the following:

 

(i)            any substitution or release of real property collateral for the Mortgage Loan (other than substitutions or releases of immaterial and non-income producing real property collateral or in connection with a condemnation action) except as expressly permitted by the Mortgage Loan Documents;

 

(ii)           any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Borrower);

 

(iii)          any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Borrower to the extent the lender’s consent under the Mortgage Loan Documents is required, except in each case as expressly permitted by the Mortgage Loan Documents, or in connection with a pending or threatened condemnation;

 

(iv)          any consent to incurrence of additional debt by the Borrower or mezzanine debt by a direct or indirect parent of the Borrower, including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms

 


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of any such document or agreement, in each case to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

 

(v)           any Property Manager changes including, without limitation, approval of the termination or replacement of a Property Manager (excluding, for the avoidance of doubt, replacement of a Property Manager with a Qualified Manager as permitted under the Mortgage Loan Documents) and/or modification, waiver or amendment of any Management Agreement, subordination, non-disturbance and attornment agreement or recognition agreement, in each case, to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

 

(vi)          any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of Foreclosed Property) of the ownership of the Property;

 

(vii)         any amendment, modification or waiver, or any consent to an amendment, modification or waiver, of any monetary term (other than late fees and Default Interest but including, without limitation, the timing of payments and the acceptance of discounted pay-offs) or material non-monetary term of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan that is not expressly permitted pursuant to the terms of the Mortgage Loan Documents without the consent of the Lender;

 

(viii)        following a default with respect to the Mortgage Loan or a Mortgage Loan Event of Default, any exercise of remedies, including the acceleration of the Mortgage Loan or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Borrower or Property;

 

(ix)           any sale of the Trust Loan for less than the Repurchase Price or the Foreclosed Property for less than the outstanding principal balance of the Trust Loan;

 

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

 

(xi)          (A) any modification, waiver or amendment of any mezzanine intercreditor agreement or any other intercreditor agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or (B) an action to enforce rights with respect thereto;

 

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

 


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(xiii)        any acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Borrower or releasing the Borrower, Guarantor or other obligor from liability under the Mortgage Loan or the Mortgage Loan Documents other than pursuant to the specific terms of such Mortgage Loan Documents and for which there is no Lender discretion;

 

(xiv)        any proposed modification or waiver of any provision of the Mortgage Loan Documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the Borrower;

 

(xv)         any determination of an Acceptable Insurance Default under the Mortgage Loan Documents;

 

(xvi)        the execution, termination or renewal of any lease or ground lease, to the extent Lender approval is required under the Mortgage Loan Documents and to the extent such lease constitutes a “major lease” under the Mortgage Loan Documents, including entering into any subordination, non-disturbance and attornment agreement with respect to such “major lease”;

 

(xvii)       approval of casualty or condemnation settlements, any determination to apply casualty or condemnation proceeds or awards to the reduction of the Mortgage Loan debt rather than to Property restoration;

 

(xviii)      any adoption or implementation of the Annual Budget, to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

 

(xix)         the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Borrower;

 

(xx)          the exercise of the rights and powers granted under any mezzanine intercreditor agreement (or any other intercreditor agreement referenced in clause (xi) above) to the “Senior Lender” or such other similar term as shall be set forth therein and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent rights or security interest with respect to the “Senior Lender” or such other similar term;

 

(xxi)         any determination by the Servicer or the Special Servicer to transfer the Mortgage Loan to the Special Servicer with respect to any default or Mortgage Loan Event of Default which is anticipated but has not yet occurred;

 

(xxii)        the approval of, engagement or retention of any property improvement plan consultant and the approval of any work or reserve estimates by any property improvement plan consultant; and

 

(xxiii)       any enforcement of any cure right or the exercise of any remedies under any management agreement, subordination and non-disturbance, comfort letter, recognition agreement or similar agreement related thereto.

 


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“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, (ii) the proposed course of
action recommended, and (iii) information regarding any direct or indirect conflict of interest in the subject action, 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.
For the avoidance of doubt, the Special Servicer may provide the information described in clauses (i)(1) and (i)(2) in the definition
of “Major Decision Reporting Package” in the form of an Asset Status Report.


 


“Majority Controlling
Class Certificateholders”: The Holder(s) or Beneficial Owner(s) of Certificates representing more than 50% of the Certificate
Balance of the Controlling Class.


 


“Majority-Owned
Affiliate”: A “majority-owned affiliate” as defined under the Credit Risk Retention Rules.


 


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


 


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


 


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


 


“Maturity Date”:
As defined in the Mortgage Loan Agreement.


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees collected from the Borrower with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by
a signed writing) agreed to by the Servicer or the Special Servicer, other than (a) any Consent Fees, loan service transaction
fees, assumption fees, assumption application fees or defeasance fees, if any, and (b) any Liquidation Fee, Work-out Fee or Special
Servicing Fee. All Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the
closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection
with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan shall offset any Work-out Fees
or Liquidation Fees payable with respect to the Mortgage Loan or the Property.


 


“Monthly Interest
Payment”: With respect to the Mortgage Loan and any Payment Date, a payment equal to the amount of interest that has
accrued on the Mortgage Loan during the related Mortgage Loan Interest Accrual Period computed at the Mortgage Loan Interest Rate.


 


“Monthly Interest
Payment Advance”: Any advance made by the Servicer or the Trustee pursuant to Section 3.23(a) or 3.23(c)
as applicable. Each reference to the reimbursement or payment of a Monthly Interest Payment Advance will be deemed to include,
whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate, compounded
annually, through the date preceding the date of payment or reimbursement.


 






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“Moody’s”:
Moody’s Investors Service, Inc., or its successor-in-interest. If neither Moody’s Investors Service, Inc. 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 Servicer,
the Special Servicer, the Trustee and the Certificate Administrator and specific ratings of Moody’s herein referenced shall
be deemed to refer to the equivalent ratings of the party so designated.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or its successor-in-interest.


 


“Mortgage”:
The “Mortgage” as defined in the Mortgage Loan Agreement.


 


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


 


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


 


“Mortgage Loan
Documents”: All documents executed or delivered by the Borrower Related Parties evidencing, securing or guarantying the
Mortgage Loan and any amendment thereof or thereafter or subsequently added to the Mortgage Loan File, including without limitation
the Mortgage Loan Agreement.


 


“Mortgage Loan
Event of Default”: An “Event of Default” as defined under the Mortgage Loan Documents.


 


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


 


“Mortgage Loan
Interest Accrual Period”: The “Interest Period” as defined in the Mortgage Loan Agreement.


 


“Senior Trust
Note”: As defined in the Preliminary Statement.


 


“Senior Note”:
As defined in the Preliminary Statement.


 


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


 


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


 


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


 


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


 


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


 


“Net Investment
Earnings”: With respect to any Investment Account for any period from any Distribution Date to the immediately succeeding
Remittance Date, the amount, if any,


 






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by which the aggregate of all interest and other income realized during such period on funds
relating to the Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection
with the investment of such funds in accordance with Section 3.8.


 


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


 


“Net Mortgage
Rate”: With respect to the Trust Loan (including if the Property becomes a Foreclosed Property), a per annum rate
equal to the Interest Rate with respect to the Trust Notes minus the Administrative Fee Rate.


 


“Net Proceeds”:
As defined in the Mortgage Loan Agreement.


 


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


 


“Non-Exempt
Person” shall mean any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate
Administrator for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law
and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence
of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above,
permit the Certificate Administrator to make such payments free of any obligation or liability for withholding, provided that duly
executed form(s) provided to the Certificate Administrator pursuant to Section 5.3(q)(ii), shall be sufficient to evidence
that such providing Person is not a Non-Exempt Person.


 


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


 


“Nonrecoverable
Advance”: Any Advance (or portion thereof) previously made and not previously reimbursed, or proposed to be made, including
interest on such Advance (or portion thereof), which, in accordance with Accepted Servicing Practices (in the case of the Servicer
and the Special Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not be ultimately recoverable
from subsequent payments or collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect
of the Property, the Foreclosed Property or the Mortgage Loan or from funds on deposit in the Collection Account. The Trustee may
rely conclusively upon a determination of non-recoverability made by the Servicer or the Special Servicer. In making a non-recoverability
determination, the Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to consider (among other things)
the items set forth in the second sentence of Section 3.23(e).


 


“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) any payments
of principal (whether as principal prepayments or otherwise) previously distributed to the Certificateholders of


 






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such Class of
Certificates, (y) any Appraisal Reduction Amounts then allocated to such Class of Certificates as of the date of determination
and (z) any Realized Losses previously allocated to such Class of Certificates, 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 Certificateholders of such Class of Certificates.


 


“Non-Restricted
Privileged Person”: Any Privileged Person other than (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower
Restricted Party, (iii) an agent of one or more of the foregoing individuals or entities, or (iv) any other Person that delivers
an Investor Certification substantially in the form of Exhibit K-2.


 


“Non-Retained
Certificates”: The Non-Retained Regular Certificates and the Class R Certificates, collectively.


 


“Non-Retained
Percentage”: A percentage equal to 100% less the VRR Percentage. For the avoidance of doubt, at all times, the sum of
the VRR Percentage and the Non-Retained Percentage shall equal 100%.


 


“Non-Retained
Prepayment Fee”: As defined in Section 4.3(a).


 


“Non-Retained
Principal Balance Certificates”: The Class A and Class B Certificates, collectively.


 


“Non-Retained
Regular Certificates”: The Class A and Class B Certificates, collectively.


 


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


 


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


 


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


 


“Note”:
As defined in the Introductory Statement.


 


“Note Splitter
Agreement”: That certain Note Splitter Agreement, dated as of the Origination Date, by and among the Borrower, CREFI,
GS Bank, BCREI and BMO Harris.


 


“NRSRO”:
Any “nationally recognized statistical rating organization”, as such term is used in Rule 17g-5 of the Exchange Act
including, but not limited to, the Rating Agencies.


 


“NRSRO Certification”:
A certification in the form of Exhibit M executed by a NRSRO (other than any Rating Agency) in favor of the 17g-5 Information
Provider that states that such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e)
and that such NRSRO will keep any information obtained from the Certificate Administrator’s Website and the 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


 






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deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website or the
17g-5 Information Provider’s Website.


 


“Offering Circular”:
The Offering Circular, dated December 5, 2019 for the Certificates.


 


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


 


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


 


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


 


“Origination
Date”: November 26, 2019.


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer 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 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 Pooling
and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of
any Other Securitization Trust and the issuance of Companion Loan Securities


 






    47


     


    

 


“Other Securitization
Determination Date”: With respect to any Other Securitization Trust, the “determination date” (or any term
substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement.


 


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


 


“Pass-Through
Rate”: With respect to each Class of Non-Retained Principal Balance Certificates and each Uncertificated Lower-Tier Interest,
the per annum rate at which interest accrues on the Certificate Balance or Lower-Tier Principal Amount, as applicable, of such
Class of Non-Retained Principal Balance Certificates or such Uncertificated Lower-Tier Interest, as the case may be, as set forth
in the Introductory Statement.


 


“Payment Date”:
The “Monthly Payment Date” as defined in the Mortgage Loan Agreement.


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Certificate (other than a Class R Certificate), the percentage interest is equal
to the initial certificate balance of such Certificate divided by the initial Certificate Balance of the related Class. With respect
to any Class R Certificate, the percentage specified on the Certificate held by the Holder of such Certificate.


 


“Performing
Mortgage Loan”: The Mortgage Loan when no Special Servicing Loan Event has occurred and is continuing.


 


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


 


“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 mature on the Distribution Date) and a maximum
maturity of 365 days, regardless of whether issued by the Depositor, the Servicer, the Trustee, the Certificate Administrator or
any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless
each Rating Agency and Companion Loan Rating Agency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency
Confirmation, as applicable, relating to the Certificates and Companion Loan Securities:


 


(i)          obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates
of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed
Title XI financing), the Small Business Administration (guaranteed participation certificates


 






    48


     


    

 


and guaranteed pool certificates),
the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); 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), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (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, and
(C) such investments must not be subject to liquidation prior to their maturity;


 


(iv)        federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, the short-term obligations of which are rated in the highest short-term debt rating category of Moody’s and rated no
less than the Applicable Fitch Permitted Investment Rating by Fitch (or, in the case of any such Rating Agency or Companion Loan
Rating Agency as set forth above, such lower rating as is the subject of a Rating Agency Confirmation or Companion Loan Rating
Agency Confirmation, as applicable, by such Rating Agency or Companion Loan Rating Agency relating to the Certificates and any
Companion Loan Securities); 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, and (C) 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, the obligations of which are rated no less than the Applicable Moody’s Permitted Investment
Rating by Moody’s and rated no less than the Applicable Fitch Permitted Investment Rating by Fitch (or, in the case of any
such Rating Agency or Companion Loan Rating Agency as set forth above, such lower rating as is the subject of a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or


 






    49


     


    

 


Companion Loan Rating Agency relating to
the Certificates and any Companion Loan Securities); 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, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(vi)        debt
obligations issued by an entity, the obligations of which are rated no less than the Applicable Moody’s Permitted Investment
Rating by Moody’s and rated no less than the Applicable Fitch Permitted Investment Rating by Fitch (or, in the case of any
such Rating Agency or Companion Loan Rating Agency as set forth above, such lower rating as is the subject of a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Companion Loan Rating Agency relating to
the Certificates and any Companion Loan Securities); provided, however, that the investments described in this clause
must (1) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (2) 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 (3) 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 payable on demand or on a specified
date not more than one year after the date of issuance thereof) issued by an entity, the obligations of which are rated no less
than the Applicable Moody’s Permitted Investment Rating by Moody’s and rated no less than the Applicable Fitch Permitted
Investment Rating by Fitch (or, in the case of any such Rating Agency or Companion Loan Rating Agency as set forth above, such
lower rating as is the subject of a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, by
such Rating Agency or Companion Loan Rating Agency relating to the Certificates and any Companion Loan Securities); 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;


 


(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 Moody’s in its highest money market fund ratings category of “Aaa-mf”
and are rated by Fitch in its highest money market fund ratings category;


 


(ix)         any
other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which


 






    50


     


    

 


Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency
and Companion Loan 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 or Companion Loan Rating Agency Confirmation, as applicable,
has been obtained from each Rating Agency and Companion Loan Rating Agency for which the minimum ratings set forth in the applicable
clause is not satisfied with respect to such demand, money market or time deposit, demand obligation or any other obligation, security
or investment;


 


provided, however, that 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 and that 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 the Upper-Tier REMIC
or the Lower-Tier 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 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 the
Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments may not be purchased at a price in excess of par.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions and
fees, and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services
performed by such party with respect to the Trust Loan, any Companion Loan or any Foreclosed Property, subject to the terms and
provisions of this Agreement (including Section 3.17).


 


“Permitted Transferee”:
Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar based upon 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 may cause the Lower-Tier REMIC
or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified
Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned,
directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person
with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 






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


 


“Plan”:
As defined in Section 5.3(n).


 


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


 


“Prepayment”:
Any payment of principal made by the Borrower with respect to the Mortgage Loan that is received in advance of its scheduled Payment
Date, whether voluntary, by reason of the acceleration of the maturity of the Mortgage Loan or otherwise.


 


“Prepayment
Fee”: As defined in the Mortgage Loan Agreement.


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, if the Mortgage Loan was subject to a Prepayment in full
or in part during the related Collection Period, which Prepayment was applied to the Mortgage Loan prior to the Payment Date in
such Collection Period, the amount of interest, net of the Servicing Fee and any Default Interest, to the extent not collected
from the Borrower, that would have accrued on the Mortgage Loan on the amount of such Prepayment during the period commencing on
the date as of which such Prepayment was applied to the unpaid principal balance of the Mortgage Loan and ending on the last day
of the Interest Accrual Period corresponding to such Payment Date, inclusive.


 


“Principal Balance
Certificates”: The Class A, Class B and Class VRR Certificates, collectively.


 


“Principal Distribution
Amount”: For each Distribution Date and any Class of Non-Retained Principal Balance Certificates, the sum of (i) the
portion of the Non-Retained Percentage of the Total Current Principal Collection Amount for such Distribution Date allocable to
such Class in accordance with the definition of “Total Current Principal Collection Amount”, and (ii) any Class Principal
Shortfalls for the immediately preceding Distribution Date and such Class of Certificates.


 


“Privileged
Information”: Any (i) correspondence or other communications between any applicable Consenting Party or Consulting Party,
on the one hand, and the Special Servicer (or the Servicer, Trustee and/or Certificate Administrator), on the other hand, related
to the Mortgage Loan following a Special Servicing Loan Event or the exercise of the consent or consultation rights of such Consenting
Party or Consulting Party, as applicable, under this Agreement, (ii) strategically sensitive information that the Special Servicer
has reasonably determined (and has identified in writing as privileged or confidential information to the extent provided by the
Special Servicer to any other Person in accordance with this Agreement) could compromise the Trust’s position in any ongoing
or future negotiations with the Borrower or other interested party, and (iii) legally privileged information; provided that
the summary of any Final Asset Status Report prepared pursuant to Section 3.10(h) is deemed not to be Privileged Information
(although no such summary shall be made available to any Borrower Restricted Party, the Borrower, the Property Manager, any Affiliate
of the Borrower or Property Manager or any agent of any of the foregoing).


 






    52


     


    

 


“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 “Privileged Information Restricted Party”), (b) it is reasonable
and necessary for the Privileged Information Restricted Party to disclose such Privileged Information in working with legal counsel,
auditors, arbitration parties, taxing authorities or other governmental agencies, (c) such Privileged Information was already known
to such Privileged Information Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Privileged
Information Restricted Party is (in the case of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee,
as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the Servicer,
the Special Servicer, the Controlling Class Representative, the Certificate Administrator and the Trustee) required by law, rule,
regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Risk Retention Consultation Parties, the Servicer,
the Special Servicer, any applicable Consenting Party, any applicable Consulting Party, the Trustee, the Certificate Administrator,
any Companion Loan Holder that delivers an Investor Certificates, any person who provides the Certificate Administrator with an
Investor Certification relating to access to information, any Rating Agency and any NRSRO that delivers an NRSRO Certification
to the Certificate Administrator. For purposes of receiving any information or report from the Certificate Administrator’s
Website, other than Distribution Date Statements only, any Borrower Restricted Party shall be deemed to not be a “Privileged
Person.”


 


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


 


“Property Manager”:
The “Manager” as defined in the Mortgage Loan Agreement.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Qualified Bidder”:
As defined in Section 7.2.


 


“Qualified Certificate
Administrator”: An institution (i) that is a corporation, national bank, national banking association or a trust company,
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation
and (iii) whose long term senior unsecured debt is (a) rated at least “Baa1” by Moody’s and (b) rated at least
“BBB+” by Fitch (or such other rating with respect to which the Rating Agencies have each provided a Rating Agency
Confirmation).


 


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


 


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


 






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


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
special servicers in this Agreement (including, without limitation, the requirements of Section 6.4(a)(i)), and (ii) is
not a Borrower Restricted Party.


 


“Qualified Trustee”:
An institution (i) that is a corporation, national bank, national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation, (iii) whose long term senior
unsecured debt is rated at least “A” by Fitch (or such other rating with respect to which the Rating Agency has provided
a Rating Agency Confirmation), (iv) as to which neither Rating Agency has withdrawn, qualified or downgraded its rating of securities
in a commercial mortgage loan securitization as a result of the performance by the Trustee and (v) that is not an Affiliate of
the Servicer or the Special Servicer.


 


“Rated Final
Distribution Date”: With respect to the Class A and Class B Certificates, the Distribution Date in December 2034. The
Class VRR and Class R Certificates do not have, in the case of any Class thereof, a Rated Final Distribution Date


 


“Rating Agency”:
Fitch.


 


“Rating Agency
Confirmation”: With respect to any matter arising under this Agreement, confirmation in writing (which may be in electronic
form) by a Rating Agency that a proposed action, failure to act or other event specified in this Agreement or the Mortgage Loan
Documents shall 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 such Rating Agency); provided that if a written waiver or other acknowledgment
(which may be in electronic form) is received from a Rating Agency indicating its decision not to review the matter for which the
Rating Agency Confirmation is sought, then the requirement to obtain Rating Agency Confirmation for such matter at such time shall
be deemed to have been satisfied with respect to such Rating Agency.


 


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


 


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


 


“Realized Loss”:
With respect to any Distribution Date: (1) in the case of the Non-Retained Principal Balance Certificates and the Related Uncertificated
Lower-Tier Interests for such Certificates, the amount, if any, by which (a) the aggregate of the Certificate Balances of the Non-Retained
Principal Balance Certificates after giving effect to distributions of principal made on such Distribution Date, exceeds (b) the
Non-Retained Percentage of the outstanding principal balance of the Trust Loan (even if it constitutes an REO Trust Loan) immediately
following the related Determination Date after giving effect to (i) any payments and other collections of principal


 






    54


     


    

 


received with
respect to the Trust Loan during the Collection Period related to such Distribution Date and (ii) any reduction of the principal
balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result
of a bankruptcy proceeding, modification or otherwise; and (2) in the case of the Combined VRR Interest, the Class LVRR Uncertificated
Lower Tier Interest and the LUVRR Uncertificated Lower-Tier Interest, the amount, if any, by which (a) the Combined VRR Interest
Balance of the Combined VRR Interest after giving effect to distributions of principal made on such Distribution Date exceeds (b)
the VRR Percentage of the outstanding principal balance of the Trust Loan (even if it constitutes an REO Trust Loan) immediately
following the related Determination Date after giving effect to (i) any payments and other collections of principal received with
respect to the Trust Loan during the Collection Period related to such Distribution Date and (ii) any reduction of the principal
balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result
of a bankruptcy proceeding, modification or otherwise.


 


“Record Date”:
With respect to each Trust Interest for any Distribution Date, the last Business Day of the calendar month immediately preceding
the calendar month in which such Distribution Date occurs; provided, that in the event the Closing Date occurs in the same
month as the first Distribution Date, the first Record Date will be the Closing Date.


 


“Regular Certificates”:
The Class A, Class B and Class VRR Certificates, collectively.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125, as such
rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation AB provisions
herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


“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.


 


“Related Certificates,”
and “Related Uncertificated Lower-Tier Interest”: For each of the following Uncertificated Lower-Tier Interests,
the related Class of Principal Balance Certificates set forth below in the same row, and for each of the following Classes of Principal
Balance Certificates, the related Uncertificated Lower-Tier Interest forth below in the same row.


 


	Related Certificates	Related Uncertificated

Lower-Tier Interest
	Class A Certificates	Class LA Uncertificated Interest



 






    55


     


    

 


	Class B Certificates	Class LB Uncertificated Interest
	Class VRR Certificates	Class LVRR Uncertificated Interest


 


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


 


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


 


“Remittance
Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date; provided
that, solely for purposes of remittances and the delivery of monthly reports (including, without limitation, CREFC®
Reports) with respect to any Companion Loan held by an Other Securitization Trust, the Remittance Date shall be the Business Day
following the later of (A) the related Other Securitization Determination Date and (B) the Payment Date.


 


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


 


“REO Companion
Loan”: Any Companion Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).


 


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


 


“REO Mortgage
Loan”: The Mortgage Loan (or the applicable portion thereof) while the Property is a Foreclosed Property, as described
in Section 3.12(g).


 


“REO Trust Loan”:
The Trust Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).


 


“Reportable
Event”: As defined in Section 13.6 of this Agreement.


 


“Relevant Action”:
As defined in Section 3.27(b) of this Agreement.


  


“Relevant Distribution
Date”: With respect to 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.


 


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


 


“Repurchase
Price”: (a) With respect to the Trust Loan (or the Foreclosed Property), an amount (without duplication) equal to the
sum of (i) the unpaid principal balance of


 






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the Trust Loan less any portion of any Loss of Value Payment then on deposit in the
Loss of Value Reserve Fund allocable to pay principal of the Trust Loan (or REO Trust Loan), (ii) accrued and unpaid interest on
the Trust Loan at the Mortgage Loan Interest Rate for the Trust Loan (without regard to the Default Rate) to and including the
last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property
Protection Advances and Administrative Advances together with interest on Advances, (iv) an amount equal to all interest on outstanding
Monthly Interest Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other expenses reasonably incurred or expected
to be incurred by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator arising out of the enforcement
of the repurchase obligation, including, without limitation, Liquidation Fees to the extent set forth in the definition of “Liquidation
Fee”; provided, that the amounts set forth in the preceding clause (a) shall exclude any amounts not allocable
to the Trust Loan in accordance with the Co-Lender Agreement; and (b) with respect to any repurchase by a single Loan Seller of
its Loan Seller Percentage Interest in the Trust Loan, the related Loan Seller Percentage Interest of the related Repurchase Price
for the Trust Loan as described in the preceding clause (a). No Liquidation Fee shall be paid by a Loan Seller in connection
with a repurchase by such Loan Seller of its Loan Seller Percentage Interest in the Trust Loan due to a Material Breach or a Material
Document Defect pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period
required under the related Trust Loan Purchase Agreement, not to exceed 180 days).


 


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


 


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


 


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


 


“Requesting
Party”: As defined in Section 3.27.


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Interest Payment Advance
(taking into account any Appraisal Reduction Amount as of such Distribution Date) that would be required to be made with respect
to the Trust Loan on the related Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Interest
Payment (or Assumed Monthly Interest Payment) for the related Payment Date or Assumed Payment Date less (b) the aggregate
compensation payable on such Remittance Date to the Servicer in respect of the Servicing Fee, to the Certificate Administrator
in respect of the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) and CREFC®
in respect of the CREFC® Licensing Fee.


 


“Reserve Accounts”:
One or more accounts required to be established pursuant to the terms of the Mortgage Loan Agreement for the purposes of holding
the Reserve Funds.


 


“Reserve Funds”:
As defined in the Mortgage Loan Agreement.


 


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


 






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“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) the
Certificate Administrator, any officer assigned to the Global Transaction Services group, with direct responsibility for the administration
of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the
Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject, and in the
case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name
and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the
Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Holder”: Any Certificateholder, beneficial owner of a Certificate or prospective purchaser of a Certificate (whether
legally, beneficially or otherwise) or any other Person that, in each case, is a holder of a related mezzanine loan (or any Affiliate,
manager or agent thereof) or an owner of any interest in any related mezzanine loan (whether legally, beneficially or otherwise,
including as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine
loan or a beneficial owner of any interest in a related mezzanine loan or any securities collateralized by a related mezzanine
loan) (a) as to which an event of default has occurred under such mezzanine loan giving rise to an automatic acceleration of such
mezzanine loan or the right of the lender thereunder to accelerate such mezzanine loan or (b) as to which foreclosure proceedings
against the related collateral have been initiated.


 


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


 


“Retained Servicing
Fee Rate”: Subject to Section 7.2, an amount agreed to by the Servicer and any successor Servicer on a Servicing-Retained
Bid.


 


“Retaining Party”:
Each of CREFI, acting as initial holder of the CREFI VRR Interest Portion, GS Bank, acting as initial owner of the GS Bank VRR
Interest Portion, BBPLC, acting as initial holder of the BCREI VRR Interest Portion, BMO Harris, acting as initial holder of the
BMO Harris Interest Portion, and any successor holder of all or part of the Combined VRR Interest.


 


“Retaining Sponsor”:
CREFI, acting as retaining sponsor as such term is defined under Rule 2 of the Credit Risk Retention Rules.


 


“Reverse Sequential
Order”: With respect to the allocation of applicable Realized Losses to the Classes of Non-Retained Principal Balance
Certificates on any Distribution Date, to the Class B and Class A Certificates, in that order, until such Realized Loss is allocated
in full.


 


“Risk Retention
Consultation Party”: Each of (i) the party selected by CREFI, (ii) the party selected by GSMC, (iii) the party selected
by BCREI and (iv) the party selected by BMO Harris. The Certificate Administrator shall promptly provide the name and contact information
for each initial Risk Retention Consultation Party upon request of any party to this Agreement and


 






    58


     


    

 


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, GSMC, BCREI or BMO Harris, as applicable. The initial Risk Retention Consultation
Parties shall be CREFI, GSMC, BBPLC and BMO Harris. There shall not be more than four (4) Risk Retention Consultation Parties,
and each Risk Retention Consultation Party shall not be a Borrower Restricted Party.


 


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


 


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


 


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


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest.


 


“Sequential
Order”: With respect to any Distribution Date (in each case subject to reduction based on any reduction in Available
Funds): (i) with respect to payments in respect of interest on the Classes of Non-Retained Principal Balance Certificates on any
Distribution Date, first to the Class A Certificates, then, to the Class B Certificates, in that order, in each case
until the interest payable to each such Class is paid in full; (ii) with respect to payments in respect of principal on, or any
Realized Losses reimbursable to, the Classes of Non-Retained Principal Balance Certificates on any Distribution Date, to the Class
A and Class B Certificates, in that order, in each case until the principal payable or the Realized Losses reimbursable to each
such Class is paid or reimbursed in full; provided that the foregoing order is subject to the priority of payments specified
in Section 4.1; (iii) with respect to payments of interest allocated to the Trust Loan on any Payment Date, first, pro
rata, to the Senior Trust Notes, and, then, pro rata, to the Junior Trust Notes; and (iv) with respect to payments of
principal allocated to the Trust Loan on any Payment Date, first, pro rata, to the Senior Trust Notes and, then, pro
rata, to the Junior Trust Notes, in each case under clauses (iii) and (iv) above, until the principal or interest payable to
each such Trust Note is paid in full.


 


“Servicer”:
KeyBank National Association, in its capacity as servicer, or if any successor Servicer is appointed as herein provided, such successor
Servicer.


 


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


 


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


 


“Servicer’s
Website”: The internet website of the Servicer, initially located at www.keybank.com/key2cre.


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing, managing and administering the Trust
Loan or any other assets of the Trust by an entity (other than the Certificate Administrator or the Trustee) that meets the definition
of “servicer” set


 






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forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood
by participants in the commercial mortgage-backed securities industry.


 


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


 


“Servicing Fee”:
With respect to the Trust Loan, any Companion Loan and any REO Mortgage Loan, a fee payable monthly to the Servicer pursuant to
Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal amount, on the same
interest accrual basis, and for the same Interest Accrual Period respecting which any related interest payment on the Trust Loan,
such Companion Loan or such REO Mortgage Loan, as the case may be, is, or would have been, computed. For the avoidance of doubt,
the Servicing Fee will be deemed payable from the Lower-Tier REMIC.


 


“Servicing Fee
Rate”: (i) With respect to the Trust Loan, 0.0025% (0.25 basis points) per annum and (ii) with respect to any
Companion Loan, 0.00125 % (0.125 basis points) per annum.


 


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


 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Trust
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“Servicing Personnel”:
As defined in Section 6.5.


 


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


 


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


 


“Significant
Obligor”: As defined in Section 13.10.


 


“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 Borrower is required to deliver quarterly financial statements to the lender
under the Mortgage Loan Agreement in connection with such calendar quarter.


 






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“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.


  


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
LNR Partners, LLC, in its capacity as special servicer, or its successor-in-interest, or if any successor Special Servicer is appointed
as herein provided, such successor Special Servicer.


 


“Special Servicer
Customary Expenses”: As defined in Section 3.17.


 


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


 


“Special Servicing
Fee”: With respect to the Specially Serviced Mortgage Loan or REO Mortgage Loan, a fee payable monthly to the Special
Servicer equal to an amount computed on the basis of the same principal amount, in the same manner and for the same period respecting
which any related interest payment on such Specially Serviced Mortgage Loan is (or would have been) computed, at a rate of 0.25%
(25 basis points) per annum, until all Special Servicing Loan Events no longer exist. Such fee shall be in addition to,
and not in lieu of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt,
the Special Servicing Fee will be deemed payable from the Lower-Tier REMIC.


 


“Special Servicing
Loan Event”: With respect to the Trust Loan or any Companion Loan, (i) the Borrower has not made two consecutive Monthly
Interest Payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents)
in respect of the Trust Loan or any Companion Loan; (ii) the Servicer and/or the Trustee has made two consecutive Monthly Interest
Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Interest Payment Advances have been reimbursed);
(iii) the Borrower fails to make the Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before
the due date of such Balloon Payment, a written and binding (a) refinancing commitment, (b) letter of intent or (c) term sheet,
in each case from an acceptable lender, or signed purchase agreement from an acceptable purchaser, in each case reasonably satisfactory
in form and substance to the Servicer that provides that a refinancing or sale of the Property shall occur within 120 days after
the date on which such Balloon Payment becomes due (provided that a Special Servicing Loan Event shall occur if either (x)
such refinancing or sale, as applicable, does not occur before the expiration of the time period for refinancing or sale, as applicable,
specified in such binding commitment, letter of intent, term sheet or purchase agreement or (y) the Servicer and/or the Trustee
is required to make a Monthly Interest Payment Advance at any time prior to such refinancing or sale, as applicable); (iv) the
Servicer has received notice that the Borrower has become the subject debtor of any bankruptcy, insolvency or similar proceeding,
admitted in writing the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the
Servicer has received notice of a foreclosure or threatened foreclosure of any lien on the Property; (vi) the Borrower has expressed
in writing to the Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment
of the Servicer (consistent with Accepted Servicing Practices, with the consent of any applicable Consenting Party unless the Servicer
determines that such Consenting


 






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Party’s withholding of consent is contrary to Accepted Servicing Practices), a default in
the payment of principal or interest under the Trust Loan or any Companion Loan is reasonably foreseeable; or (viii) a default
under the Trust Loan or any Companion Loan of which the Servicer has notice (other than a failure by the Borrower to pay principal
or interest) and that materially and adversely affects the interests of the Trust Interest Owners or the Companion Loan Holders
has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents (or, if no grace period
is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect to the circumstances
described in clauses (i), (ii) and (iii) above, when the Borrower has brought the Mortgage Loan current and
with respect to clauses (i) and (ii) above, thereafter made three consecutive full and timely Monthly Interest Payments
on the Trust Loan or any Companion Loan, as applicable, in each case, including pursuant to the work-out of the Mortgage Loan,
or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii) and (viii)
above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted Servicing Practices);
provided, in any case, that at that time no other circumstance exists (as described above) that would constitute a Special
Servicing Loan Event; provided, further that if a Special Servicing Loan Event exists with respect to the Trust Loan or
any Companion Loan, it shall be considered to exist with respect to the entire Mortgage Loan.


 


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


 


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


 


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


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) 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 Servicer, the Special Servicer or an Additional Servicer, under this Agreement, with
respect to the Mortgage Loan.


 


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


 


“Successor Manager”:
Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee for the benefit of the Trust
and the Companion Loan Holders, to serve as manager of a Foreclosed Property, which designation, as evidenced by written confirmation
from each Rating Agency, shall not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates
by such Rating Agency.


 


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


 






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


 


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


 


“Total Current
Principal Collection Amount”: For each Distribution Date, the aggregate of all amounts collected during the related Collection
Period in respect of, or otherwise allocable to, principal of the Trust Loan (including, without limitation, all or any portion
thereof that constitutes an REO Trust Loan), including, without limitation, in the form of Prepayments, the principal portion of
the Balloon Payment, the principal portion of any Repurchase Price or Loss of Value Payments, all amounts received in respect of,
or allocable to, principal from Net Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or income from a Foreclosed
Property or any other amounts received in respect of, or allocable to, principal on the Trust Loan (including, without limitation,
all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period. The Non-Retained Percentage
of the Total Current Principal Collection Amount for any Distribution Date will be allocable to the respective Classes of the Non-Retained
Principal Balance Certificates in Sequential Order, in each such case up to the amount necessary to reduce the related Certificate
Balance outstanding immediately prior to such Distribution Date to zero (taking into account the Class Principal Shortfall in respect
of the immediately preceding Distribution Date for the subject Class of Certificates).


 


“Transaction
Parties”: As defined in Section 5.3(o).


 


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


 


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


 


“Trust”:
The trust formed pursuant to this Agreement to be designated MAD Commercial Mortgage Trust 2019-650M.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Notes together with (to the extent that the documents,
agreements and instruments therein evidence, secure, guarantee or otherwise relate to the Trust Loan) the Mortgage Loan File relating
thereto (and excluding the original Companion Loan Notes); (ii) all scheduled and unscheduled payments on or collections in respect
of the Trust Notes; (iii) any Foreclosed Property; (iv) all revenues received in respect of any Foreclosed Property (exclusive
of any portion thereof payable to the Companion Loan Holders); (v) the Servicer’s, Special Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Property required to be maintained pursuant to this Agreement and any proceeds
thereof (exclusive of any portion thereof payable to the Companion Loan Holders); (vi) to the extent they secure, guarantee or
otherwise relate to the Trust Loan, any Collateral Security Documents; (vii) to the extent they secure, guarantee or otherwise
relate to the Trust Loan, any indemnities or guaranties given as additional security for the Trust Notes; (viii) all funds (exclusive
of any portion thereof payable to the Companion Loan Holders) deposited in the Collection Account, the Distribution Account and
the Prepayment Fees Distribution Account, including any reinvestment income thereon (except as otherwise provided herein); (ix)
to the extent they secure, guarantee or otherwise relate to the Trust Loan, any environmental indemnity agreements relating to
the Property; (x) the rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f),
7(h) and 7(i)


 






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thereof); (xi) to the extent they secure, guarantee or otherwise relate to the Trust Loan, the security
interest in the Reserve Accounts granted pursuant to Section 2.1; (xii) all other assets included or to be included in the
Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xiii) the Uncertificated Lower-Tier Interests; (xiv) the Loss of Value
Reserve Funds; and (xv) the proceeds of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated expenses and certain other default-related expenses incurred by the Trust and/or the Trust
Fund (including, without limitation, all Advance Interest and all Borrower Reimbursable Trust Fund Expenses, to the extent not
reimbursed by any Borrower Related Party) and all other amounts (such as indemnification payments, but excluding the Servicing
Fee and the Trustee/Certificate Administrator Fee) permitted to be retained, reimbursed or withdrawn by (or remitted to) the Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as applicable, from the Collection Account, a Foreclosed Property
Account or the Distribution Account pursuant to this Agreement.


 


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


 


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


 


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


 


“Trustee/Certificate
Administrator Fee”: With respect to any Distribution Date, will be an amount payable monthly from amounts received or
advanced in respect of the Trust Loan allocable to interest (other than Default Interest) and will accrue at the Trustee/Certificate
Administrator Fee Rate, calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual
Period and computed on the basis of the same principal amount, in the same manner and for the same period respecting which any
related interest payment on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage
Loan) is computed, using the same interest accrual basis as the Trust Loan. A portion of the Trustee/Certificate Administrator
Fee, namely the Trustee Fee, will be payable to the Trustee. For the avoidance of doubt, the Trustee/Certificate Administrator
Fee will be deemed to be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: A rate of 0.023% (2.3 basis points) per annum, which is inclusive of the Trustee Fee
Rate.


 


“Trust Interests”:
The Certificates and the Uncertificated VRR Interest, collectively.


 


“Trust Interest
Owner”: Individually or collectively, as the context may require, any Certificateholder or the Uncertificated VRR Interest
Owner.


 


“Trustee Fee”:
The portion of the Trustee/Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant
to Section 8.5 in an amount agreed to between the Trustee and Certificate Administrator. The Certificate Administrator is
responsible for the payment of the Trustee Fee.


 






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“Trustee Fee
Rate”: The per annum rate at which the Trustee Fee is calculated.


 


“Trust REMIC”:
Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Uncertificated
Lower-Tier Interest”: Any of the Class LA, Class LB, Class LVRR and LUVRR Uncertificated Interests.


 


“Uncertificated
VRR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated a pro rata portion
(based on the Uncertificated VRR Interest Balance relative to the sum of the Certificate Balance of the Class VRR Certificates
and the Uncertificated VRR Interest Balance) of any Combined VRR Available Funds, any Appraisal Reduction Amounts, Prepayment Fees,
Prepayment Interest Shortfalls, applicable Realized Losses and reimbursements of Applied Realized Loss Amounts allocated to the
Combined VRR Interest pursuant to Section 4.1(b). The Uncertificated VRR Interest constitutes a class of “regular
interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1). For the avoidance of doubt, the parties
hereto agree not to treat the Uncertificated VRR Interest as a security under applicable law. For tax reporting purposes, the Uncertificated
VRR Interest will accrue interest at the Adjusted Net Mortgage Rate in effect from time to time.


 


“Uncertificated
VRR Interest Balance”: With respect to the Uncertificated VRR Interest at any date of determination, an amount equal
to (1) the Initial Uncertificated VRR Interest Balance, less (2) the sum of (a) all amounts distributed to the Uncertificated VRR
Interest Owner on all previous Distribution Dates and treated under this Agreement as allocable to principal, (b) the aggregate
amount of applicable Realized Losses allocated to the Uncertificated VRR Interest, if any, on all prior Distribution Dates pursuant
to Section 4.1(k).


 


“Uncertificated
VRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register
or other registry of ownership maintained by the Certificate Administrator.


 


“Underwriter
Exemption”: Any of (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets Inc.,
(b) Prohibited Transaction Exemption 89-88 (October 17, 1989), granted to Goldman Sachs & Co. LLC, (c) Final Authorization
Number 2004-03E (February 4, 2004), granted to Barclays Capital Inc., and (d) Prohibited Transaction Exemption 2006-07, 71 Federal
Register 32134 (June 2, 2006), granted to a predecessor of BMO Capital Markets Corp., each as most recently amended by Prohibited
Transaction Exemption 2013-08, and as each may be further amended by the Department of Labor from time to time.


 


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


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Mortgage
Loan or upon foreclosure or liquidation of the Property (net of related foreclosure expenses and Liquidation Expenses) during the
related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage


 






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Loan, Net Liquidation
Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments
and collections on the Mortgage Loan not scheduled to be received, other than Monthly Interest Payments, the Balloon Payment or
Prepayment Fees.


 


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


 


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


 


“U.S. Securities
Person”: A “U.S. person” within the meaning of Rule 902(k) under the Act.


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding the Voting Rights shall be allocated among the respective Classes of Certificates as
follows: (1) in the case of any Class of Principal Balance Certificates, a percentage equal to a fraction (expressed as a percentage),
the numerator of which is equal to the Certificate Balance (and in connection with any vote to terminate or replace the Special
Servicer under this Agreement following the termination of a CCR Control Period, taking into account any notional reductions in
the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of the Class determined as of the prior
Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance (and in connection with any vote
to terminate or replace the Special Servicer under this Agreement following the termination of a CCR Control Period, taking into
account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of all
Classes of Principal Balance Certificates, in each case determined as of the prior Distribution Date. The Voting Rights of any
Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.
The Class R Certificates and the Uncertificated VRR Interest shall not be entitled to any Voting Rights.


 


“VRR Allocation
Percentage”: A percentage equal to the VRR Percentage divided by the Non-Retained Percentage.


 






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“VRR Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of interest distributed on the Non-Retained Principal Balance Certificates pursuant to
clauses First and Fourth of Section 4.1(a) on such Distribution Date.


 


“VRR Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the Holder(s) of the Class VRR Certificates in proportion equal to their respective ownership interests in such Certificates.


 


“VRR Interest
Transfer Restriction Period”: With respect to the Combined 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 unpaid principal balance of the Trust Loan has been reduced to 33%
of the unpaid principal balance of the Trust Loan as of the Cut-off Date; (B) the date on which the sum of the aggregate outstanding
Certificate Balance of the Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR
Interest has been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of the Principal Balance Certificates
and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest as of the Closing Date; and (C) two years after
the Closing Date, and (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions
of the Credit Risk Retention Rules 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 the Credit Risk Retention Rules in its entirety inapplicable (and that
there are no other risk retention requirements under the Dodd-Frank Act that would be applicable) to the securitization transaction
contemplated by this Agreement.


 


“VRR Percentage”:
A fraction, expressed as a percentage, the numerator of which is the Initial Combined VRR Interest Balance and the denominator
of which is the sum of (x) the aggregate Initial Certificate Balance of all of the Classes of Principal Balance Certificates and
(y) the Initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.


 


“VRR Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of principal distributed on the Non-Retained Principal Balance Certificates pursuant to
clauses Second and Fifth of Section 4.1(a) on such Distribution Date.


 


“VRR Realized
Loss Interest Distribution Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal
to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of interest on related unreimbursed Applied Realized
Losses distributed to the Holders of the Non-Retained Principal Balance Certificates pursuant to clauses Third and Sixth
of Section 4.1(a) on such Distribution Date.


 


“VRR1 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by CREFI.


 


“VRR2 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by GS Bank.


 






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“VRR3 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by BCREI.


 


“VRR4 Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by BMO Harris.


 


“Withheld Amounts”:
As defined in Section 3.3(b) of this Agreement.


 


“Work-out Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal and interest
(other than Default Interest) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by a written agreement
with the Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur.


 


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


 


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


 


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


 


(d)       Interest
on the Non-Retained Principal Balance Certificates shall be calculated on an Actual/360 Basis.


 


(e)       The
terms “include” or “including” shall mean without limitation by reason of enumeration.


 


(f)       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.


 


(g)       For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required to
indemnify a party to this Agreement or a party to this Agreement is required to indemnify the Trust or another party to this Agreement
for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable
attorney’s fees and expenses) of the enforcement of such indemnity.


 


1.3           Certain
Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage
Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds or any Repurchase Price or indemnity payments as contemplated by Section 2.9 shall be applied to
amounts due and owing under the Mortgage Loan Documents


 






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(including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the Mortgage Loan Documents; provided, however, in the absence of such
express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for
purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage Loan Event of Default,
all such amounts collected shall be deemed to be applied: first, as a recovery of any related and unreimbursed Property
Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund
Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from
principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest first, on
the Senior Trust Notes and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal
amounts, and then, on the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, in
that order, in each case to the extent of the excess, if any, of (i) accrued and unpaid interest on the respective Interest Rates
(without giving effect to any increase in any such Interest Rates required under the Mortgage Loan Agreement as a result of a
default under the Mortgage Loan) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a
full Monthly Interest Payment from or on the behalf of the Borrower Related Parties, for the related Interest Accrual Period),
over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest
Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal
Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant
to clause fifth below on earlier dates); fourth, as a recovery of principal of the Mortgage Loan then due
and owing, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default (or, following
the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal balance),
with any such recovery of principal to be applied, in the following order: (i) first, pro rata, to the reduction
of the outstanding principal balance of the Senior Trust Notes and Companion Loan Notes; and (ii) second, pro rata,
to the reduction of the outstanding principal balance of the Junior Trust Notes, in each case based on the relative principal
balances of such Notes; fifth, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the
Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust
Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent
of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment
Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal
Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this
clause fifth on earlier dates); sixth, as a recovery of amounts to be currently applied to the payment of,
or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventh,
as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption
fees and Modification Fees then due and owing under the Trust Loan; ninth, as a recovery of any Default Interest or late
charges then due and owing under the Mortgage Loan; tenth, as a recovery of any other amounts then due and owing under
the Mortgage Loan other than remaining unpaid principal; and eleventh, as a recovery of any remaining principal of the
Mortgage Loan to the extent of its entire remaining unpaid principal balance; provided, that, to the extent required under
the REMIC Provisions, if any payments or proceeds are received with respect to any release of the


 






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Property or any partial release
of the Property (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the
Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds
shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the
avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender
Agreement.


 


In connection with the foregoing, if the
terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage
Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased,
(ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan
are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all
payments and other collections with respect to the Mortgage Loan will be deemed applied (for purposes of making distributions on
the Certificates) as though such work-out did not occur, with the payment terms of the Mortgage Loan and each related Note remaining
the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized
Losses to the Non-Retained Principal Balance Certificates) the full economic effect of all waivers, reductions or deferrals of
amounts due on the Mortgage Loan attributable to such work-out shall be borne, first, by the Junior Trust Notes (on a pro rata
basis based on their respective unpaid principal amounts), and then, by the Senior Trust Notes and the Companion Loan Notes, on
a pro rata basis based on their respective unpaid principal amounts.


  


(b)       Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied to the amounts due and
owing on the Mortgage Loan (which shall be deemed to remain outstanding) in the following order of priority (and for the following
purposes): first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances
plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable
Advances or interest thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan;
third, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Loan Notes, on
a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata
basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess of (i) accrued
and unpaid interest at the respective Interest Rates (without giving effect to any increase in any such Interest Rates required
under the Mortgage Loan Agreement as a result of a default under the Mortgage Loan) through the end of the related Mortgage Loan
Interest Accrual Period corresponding to the Payment Date in the Collection Period in which such collections were received, over
(ii) the cumulative amount of the reductions (if any) in the amount of the related Monthly Interest Payment Advances for the Mortgage
Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent
that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below
or clause fifth of Section 1.3(a) on earlier dates); fourth, as a recovery of principal of the Mortgage
Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default (or,
following the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal
balance), with any such


 






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recovery of principal to be applied, in the following order: (i) first, pro rata, to the
reduction of the outstanding principal balance of the Senior Trust Notes and the Companion Loan Notes, on a pro rata basis
based on their respective unpaid principal amounts; and (ii) second, pro rata, to the reduction of the outstanding
principal balance of the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts; fifth,
as a recovery of accrued and unpaid interest first, on the Senior Trust Notes and on the Companion Loan Notes, on a pro rata
basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based
on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions
(if any) in the amount of the Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section
3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not theretofore been applied as
a recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of Section
1.3(a) on earlier dates); sixth, as a recovery of any Default Interest then deemed to be due and owing under the Mortgage
Loan; and seventh, as a recovery of any other amounts deemed to be due and owing in respect of the Mortgage Loan.


 


(c)       All
net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust Loan,
the Companion Loans, the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made using a discount rate the Special Servicer determines in accordance with Accepted Servicing Practices
is appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan,
the Trust Loan or the Companion Loans, or the sale of the Mortgage Loan, the Trust Loan or any Companion Loan if it is a defaulted
loan the highest of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable
by the Borrower on similar debt of the Borrower as of such date of determination, (2) the applicable Interest Rate, and (3) the
current yield on 10-year United States 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).


 


2.             DECLARATION
OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1           Creation
and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee
for the benefit of Trust Interest Owners, without recourse (except to the extent otherwise provided herein and in the Mortgage
Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter
arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without
limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f),
7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts,
(iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and
interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the
Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts
and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all
related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under
the Mortgage Loan Documents relating to the


 






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Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s
right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise
relating to the Trust Loan.


 


It is expressly agreed
and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph,
it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation
and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust)
including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.


 


(b)       Each
Trust Loan Purchase Agreement provides that the related Loan Seller shall deliver to and deposit with, or cause to be delivered
to and deposited with, the Certificate Administrator (or a Custodian on its behalf), in each case, to the extent not already in
the possession of the Certificate Administrator (or a Custodian on its behalf), with copies to the Servicer, (i) on or prior to
the Closing Date, (A) in the case of CREFI, each of the original executed Note A-4 and the original executed Note B-1, endorsed
on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee
in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of MAD Commercial Mortgage
Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated VRR Interest Owner”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject
Loan Seller), (B) in the case of GSMC, each of the original executed Note A-5 and the original executed Note B-2, endorsed on its
face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the
following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of MAD Commercial Mortgage Trust
2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated VRR Interest Owner” or
in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject
Loan Seller), (C) in the case of BCREI, each of the original executed Note A-6 and the original executed Note B-3, endorsed on
its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in
the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of MAD Commercial Mortgage
Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated VRR Interest Owner”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject
Loan Seller), and (D) in the case of BMO Harris, each of the original executed Note A-7 and the original executed Note B-4, endorsed
on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee
in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of MAD Commercial Mortgage
Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated VRR Interest Owner”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject
Loan Seller), (ii) on or before the Closing Date, copies of the Co-Lender Agreement and the Companion Loan Notes, and (iii) on
or before the date occurring 10 days after the Closing Date (the “Delivery Date”), the following documents or
instruments (each, if not defined in this Agreement, as defined in the Mortgage Loan Agreement) with respect to the Mortgage Loan
(collectively with the original Trust


 






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Notes required under clause (i) above and the copies of the Co-Lender Agreement and
the Companion Loan Notes required under clause (ii) above, the “Mortgage Loan File”), in each case executed
by the parties thereto:


 


(A)       the
original Mortgage Loan Agreement and a copy of all amendments thereto;


 


(B)        the
original or certified copy, as applicable, of the Mortgage, with evidence of recording thereon (to the extent a recorded copy has
been returned to Seller), and, if the Mortgage was executed pursuant to a power of attorney, a certified true copy of the power
of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording is customary in the
jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow company to be a
true copy thereof;


 


(C)        the
original or copy, as applicable, of the Gap Mortgage, with evidence of recording thereon (to the extent a recorded copy has been
returned to Seller);


 


(D)        the
original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the jurisdiction
in which the Property is located to “Wilmington Trust, National Association, as Trustee on behalf of the Holders of MAD Commercial
Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, the Uncertificated VRR Interest Owner
and the holders of the Companion Loans, as their interests may appear”, without recourse;


 


(E)        an
original of the Gap Note;


 


(F)        an
original of the Consolidated, Amended and Restated Promissory Note;


 


(G)        an
original of the Note Splitter Agreement;


 


(H)       an
original of the Guaranty;


 


(I)         an
original of the Environmental Indemnity;


 


(J)         an
original of the Clearing Account Agreement;


 


(K)       an
original of the Cash Management Agreement;


 


(L)        the
original or certified copy, as applicable, of the Assignment of Leases, with evidence of recording thereon (to the extent a recorded
copy has been returned to Seller), and, if the Assignment of Leases was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording
is customary in the jurisdiction in which such power of attorney was


 






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executed) or certified by a title insurance company or escrow
company to be a true copy thereof;


 


(M)      the
original assignment of the Assignment of Leases, in favor of the Trustee, and in a form that is complete and suitable for recording
in the jurisdiction in which the Property is located to “Wilmington Trust, National Association, as Trustee on behalf of
the Holders of MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass Through Certificates, Series 2019-650M, the Uncertificated
VRR Interest Owner and the holders of the Companion Loans, as their interests may appear”, without recourse;


 


(N)       where
applicable, a copy of each UCC-1 financing statement (the original of which shall have been sent for filing), together with a fully
completed UCC-2 or UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from
the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and
other UCC collateral constituting security for repayment of the Mortgage Loan;


 


(O)       a
copy of the lender’s title insurance policy obtained in connection with the origination of the Mortgage Loan (or marked,
signed commitments to insure or pro forma title insurance policies), together with any endorsements thereto;


 


(P)        a
copy of any legal opinions delivered in connection with the closing of the Mortgage Loan;


 


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


 


(R)       a
copy of each Management Agreement;


 


(S)        an
original of each Assignment of Management Agreement;


 


(T)        an
original of the Assignment of Agreements;


 


(U)       an
original assignment of all unrecorded Mortgage Loan Documents, in favor of the Trustee;


 


(V)        an
original of the Post-Closing Letter; and


 


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


 


If the Loan Sellers cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (B), (C), (D),
(L), (M) and (N) above with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered
for


 






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filing or recordation, or because the timing of the Delivery Date is such that it would not be feasible to obtain such documents
from such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b),
or because the original document was lost after recordation, the delivery requirements of this Section 2.1(b) shall be deemed
to have been satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in the Mortgage Loan File, if a duplicate original or
a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable
title insurance company or any Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording)
is delivered to the Certificate Administrator (or any Custodian on its behalf), with copies to the Servicer, on or before the Delivery
Date, and either the original of such non-delivered document or instrument (if available), or a photocopy thereof (certified by
the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clauses (B),
(C), (D), (L), (M) and (N) above, to be a true and complete copy of the original thereof submitted
for filing or recording), with evidence of filing or recording thereon, is delivered to the Certificate Administrator (or any Custodian
on its behalf), with copies to the Servicer, within 180 days of the Closing Date (or within such longer period, not to exceed 18
months, after the Closing Date as the Loan Sellers shall reasonably require, so long as the Loan Sellers are, as certified in writing
to the Certificate Administrator no less often than every 90 days, commencing on the 180th day from the Closing Date, attempting
in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).


 


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


 


The parties hereto acknowledge
that each Trust Loan Purchase Agreement provides that (1) the Mortgage, the Assignment of the Mortgage, the Assignment of Leases,
the assignment of Assignment of Leases, each other assignment of a Collateral Security Document (to the extent such Collateral
Security Document is required to be recorded or filed) and the UCC-2 and UCC-3 financing statements to be filed in the appropriate
filing offices or record depositories shall be filed or recorded, as applicable, by the Loan Sellers (or a third party on its behalf),
with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices,
to the Certificate Administrator (or a Custodian on its behalf), with a copy to the Servicer, and (2) all recording fees relating
to the initial recordation of such documents and/or instruments shall be paid by the Loan Sellers. In the event that any such document
is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository,
or if any such document is lost or returned unrecorded because of a defect therein, the Loan Sellers are to promptly prepare a
substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding
anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains
the original Mortgage, Assignment of Mortgage, Assignment of Leases, assignment of Assignment of Leases or other assignment of
a Collateral Security Document, if applicable, after any has been recorded, the obligations of the Loan Sellers under their respective
Trust Loan Purchase Agreements shall be deemed to have been satisfied upon delivery to the Certificate Administrator (or a Custodian
on its behalf) of a copy of the Mortgage, the Assignment


 






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of Mortgage, the Assignment of Leases, the assignment of Assignment of
Leases or such other assignment of a Collateral Security Document, if applicable, certified by the public recording office to be
a true and complete copy of the recorded original thereof.


 


The parties hereto acknowledge
that each Loan Seller will be solely liable for the delivery of its Note, and that all Loan Sellers will be liable for the delivery
of the remaining documents and instruments constituting the Mortgage Loan File.


 


In the event that any
letter of credit is delivered by the Borrower under the Mortgage Loan Documents, the Servicer shall hold the original of such letter
of credit on behalf of the Trust and the Companion Loan Holders and deliver a copy of such letter of credit to the Certificate
Administrator (or a Custodian on its behalf).


 


The ownership of the
Trust Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage Loan File shall be vested in
the Trust or the Trustee in trust for the benefit of the Trust Interest Owners and, except for the Trust Notes, for the benefit
of the Companion Loan Holders. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the
Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has been sold
and to claim no ownership interest in the Trust Loan. All original documents relating to the Mortgage Loan that are not delivered
to the Certificate Administrator (or a Custodian on its behalf) are and shall be held by the Depositor, the Servicer or the Special
Servicer, as the case may be, in trust for the benefit of the Trust Interest Owners, and the Companion Loan Holders (except the
original Companion Loan Notes shall be held by the Companion Loan Holders or their designees). In the event that any such original
document is required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage Loan File, such document shall
be delivered promptly to the Certificate Administrator (or a Custodian on its behalf).


 


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


 


(b)       The
execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator
on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage
Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalf;
and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears
regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable
Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator
agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and
to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions


 






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found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents
appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable)
and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to
the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf shall have any responsibility for reviewing
the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any
Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or
certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate
for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine
if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded
in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies
relate to the Property.


 


(c)       Upon
the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the
Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File,
whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially
reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage
Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of
its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant
to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the
contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i)
of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section
2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other
than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect
exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan;
(B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or
priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s
sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of
Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements.


 


The Certificate Administrator
and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant
to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that
the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their
face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and
Section 2.2(c) of this Agreement. In addition, 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 Loan File by the Certificate


 






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Administrator (or a Custodian on its behalf) and
any certification with respect thereto 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 Certificate Administrator’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 2.2(c) 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.


 


(d)       If
the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a
breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement,
a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a
Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded
to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of
such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and
to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule
15Ga-1 Notice may be delivered by electronic means.


 


Each Rule 15Ga-1 Notice
shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of
the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase
Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase
Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or
attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant
to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation
and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this
Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any
legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with
respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing
Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence:
“This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the
MAD Commercial Mortgage


 






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Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you
as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or
the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient
in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d)
with respect to such Repurchase Request.


 


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


 


2.3           Representations
and Warranties of the Trustee. (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the
other parties hereto, and for the benefit of the Trust Interest Owners and the Companion Loan Holders, that as of the Closing
Date:


 


(i)          the
Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United
States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals
to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)         the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement shall
not violate the Trustee’s organizational documents or any other material instrument governing its operations, 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, which default or breach of such material contract, agreement or other instrument would have a material adverse
effect on the Trustee’s performance of its obligations hereunder;


 


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


 


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


 






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


 


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


 


(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;


 


(viii)      the
Trustee is covered by errors and omissions insurance and fidelity bond coverage which is in full force and effect or otherwise
complies with the requirements of Section 8.6(b) hereof; and


 


(ix)         the
Trustee is a Qualified Trustee.


 


(b)          The
respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination
of this Agreement, and shall inure to the benefit of the other parties hereto, the Trust Interest Owners and the Companion Loan
Holders.


 


2.4           Representations
and Warranties of the Certificate Administrator. (a) Citibank, N.A., as Certificate Administrator, hereby represents and warrants
to the other parties hereto, and for the benefit of the Trust Interest Owners and the Companion Loan Holders, that as of the Closing
Date:


 


(i)          the
Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing under the
laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under
this Agreement;


 


(ii)         the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement shall not violate the Certificate Administrator’s organizational documents or any other material instrument
governing its operations, 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, which default or breach of such material
contract, agreement or other instrument would


 






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have a material adverse effect on the Certificate Administrator’s performance
of its obligations hereunder;


 


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


 


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


 


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


 


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


 


(vii)       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;


 


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


 


(ix)         the
Certificate Administrator is a Qualified Certificate Administrator.


 


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


 






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


 


(i)          it
is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage
Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise, and approvals to execute, deliver, perform and comply with its obligations under this Agreement;


 


(ii)         the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement shall not violate its organizational documents or any other material instrument governing its operations, or
any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability
to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral;


 


(iii)        this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement
of creditors’ rights generally, (ii) general principles of equity, regardless of whether such enforcement is considered in
a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding
the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;


 


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


 


(v)         this
Agreement has been duly executed and delivered by it;


 


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


 


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


 






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(viii)      it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements
of Section 3.11 of this Agreement.


 


(b)          The
representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination of this Agreement,
and shall inure to the benefit of the parties hereto, the Trust Interest Owners and the Companion Loan Holders.


 


2.6           Representations
and Warranties of the Special Servicer. (a) LNR Partners, LLC hereby represents and warrants to the other parties hereto,
and for the benefit of the Trust Interest Owners and the Companion Loan Holders, that as of the Closing Date:


 


(i)          it
is a limited liability company, duly organized, validly existing, and is in good standing under the laws of the State of Florida;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage
Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under
this Agreement; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction
where the Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations
under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such
necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder
through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage
Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or
through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its
obligations under this Agreement;


 


(ii)         the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement shall not violate its organizational documents or any other material instrument governing its operations, or
any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability
to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral;


 


(iii)        this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws


 






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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, including those respecting the availability of specific performance;


 


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


 


(v)         this
Agreement has been duly executed and delivered by it;


 


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


 


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


 


(viii)      it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements
of Section 3.11 of this Agreement.


 


(b)           The
representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until termination of
this Agreement, and shall inure to the benefit of the parties hereto, the Trust Interest Owners and the Companion Loan Holders.


 


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


 


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


 


(ii)         the
execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions
herein contemplated, nor the compliance with the provisions hereof, shall conflict with or result in a breach of, or constitute
a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor, (B)
the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           The
representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this Agreement,
and shall inure to the benefit of the Trust Interest Owners and the parties to this Agreement.


 


(c)           Neither
the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Trust Interests. Subject to Section 2.7(a)
and (b), none of the Trust Interest Owners, the Trustee, or the Certificate Administrator on their behalf shall have any
rights or


 






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remedies against the Depositor for any losses or other claims in connection with the Trust Interests or the Mortgage
Loan.


 


2.8           [Reserved].


 


2.9           Representations
and Warranties Contained in the Trust Loan Purchase Agreements.


 


(a)       Upon
discovery by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation
and warranty set forth in Exhibit A to any Trust Loan Purchase Agreement, which representation and warranty was made by the related
Loan Seller in such Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii)
a Material Document Defect under any Trust Loan Purchase Agreement, such Person shall give prompt notice thereof to the other parties
hereto, and upon receipt of such notice the Servicer (if the Mortgage Loan is not a Specially Serviced Loan) or the Special Servicer
(if the Mortgage Loan is a Specially Serviced Loan) shall use commercially reasonable efforts to cause each related Loan Seller,
to the extent obligated to do so under the applicable Trust Loan Purchase Agreement, to cure such default or defect, make a Loss
of Value Payment to the Trust or repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan under the
terms of and within the time period specified by the applicable Trust Loan Purchase Agreement, it being understood and agreed that
none of such Persons has an obligation to conduct any investigation with respect to such matters. It is understood and agreed that
(i) any repurchase obligations of any Loan Seller under the related Trust Loan Purchase Agreement require the applicable Loan Seller
to repurchase only its respective Loan Portion, and no Loan Seller shall have any obligation, liability or responsibility with
respect to any obligations of the other Loan Seller and (ii) the obligations of the Loan Sellers referred to in this Section 2.9(a)
shall be the sole remedies available to the Trust Interest Owners and the Trustee on their behalf respecting a Material Breach
of any representation and warranty made by the Loan Sellers or a Material Document Defect.


 


(b)       Upon
receipt by the Servicer from a Loan Seller of the applicable Repurchase Price for the applicable Loan Seller Percentage Interest
in the Trust Loan: (i) the Servicer shall deposit such amount in the Collection Account; (ii) the Certificate Administrator (or
the Custodian on its behalf) shall, upon receipt of a certificate of a Servicing Officer certifying as to (1) the receipt by the
Servicer of such Repurchase Price and the deposit of such Repurchase Price into the Collection Account pursuant to this Section
2.9(b) and (2) compliance with the conditions set forth in subsection (c) below, release or cause to be released to
the designee of such Loan Seller (which designee may be such Loan Seller itself) the Trust Notes being repurchased by such Loan
Seller (endorsed as requested by such Loan Seller) and, assuming all of the Loan Sellers are repurchasing their respective Loan
Seller Percentage Interests in the Trust Loan, release or cause to be released to the designee of the Loan Sellers the other documents
constituting the Mortgage Loan File (in addition to the Trust Notes); (iii) assuming that all of the Loan Sellers are repurchasing
their respective Loan Seller Percentage Interests in the Trust Loan, the Trustee shall execute and deliver to the designee of the
Loan Sellers (which designee may be a Loan Seller itself) such instruments of transfer or assignment, in each case without recourse,
representation or warranty (except that the Trust Loan (or the portion thereof being repurchased) is owned by the Trust and is
being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Trust
Loan (or the applicable portion thereof) released


 






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pursuant hereto, and the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer shall have no further responsibility with regard to the Mortgage Loan File (or portion thereof) so released
(if and to the extent released in accordance with this Section 2.9(b)); and (iv) assuming that all of the Loan Sellers are
repurchasing their respective Loan Seller Percentage Interests in the Trust Loan, each of the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator shall release or cause to be released to the designee of the Loan Sellers copies of any
servicing file, servicing records, escrow payments and reserve funds held thereby in respect of the Trust Loan.


 


(c)       If
the Servicer continues to service the Mortgage Loan under this Agreement pursuant to the terms of the Co-Lender Agreement following
any Loan Seller’s repurchase of its related Loan Seller Percentage Interest in the Trust Loan in accordance with the terms
of the related Trust Loan Purchase Agreement, then the Servicer shall not be required to make any Monthly Interest Payment Advance
with respect to such Loan Seller Percentage Interest in the Trust Loan. To the extent that the Loan Sellers repurchase the Mortgage
Loan as contemplated by Section 8 of the respective Trust Loan Purchase Agreements, unless otherwise agreed to by each Loan Seller
and the Companion Loan Holders, the Mortgage Loan shall continue to be serviced by the Servicer, and if applicable, the Special
Servicer in accordance with the terms of this Agreement, on behalf of the Loan Sellers and the Companion Loan Holders as a collective
whole, until the holder of the controlling note under the Co-Lender Agreement has otherwise notified the Servicer, the Special
Servicer, the Custodian, the Certificate Administrator and the Trustee in writing. Unless otherwise agreed by the Loan Sellers
and the Companion Loan Holders, the Servicer shall be the only Servicer under the Co-Lender Agreement, the Special Servicer shall
be the only Special Servicer under the Co-Lender Agreement and all servicing and other decisions regarding the Mortgage Loan shall
be made by the Loan Sellers and the Companion Loan Holders as and to the extent set forth in the Co-Lender Agreement.


 


(d)       Notwithstanding
anything contained herein to the contrary, if any Loan Seller repurchases its respective Loan Seller Percentage Interest in the
Trust Loan pursuant to Section 8 of its Trust Loan Purchase Agreement (such Loan Seller, a “Repurchasing Loan Seller”),
and any other Loan Seller does not repurchase its respective Loan Seller Percentage Interest in the Trust Loan pursuant to Section
8 of its Trust Loan Purchase Agreement, then (i) the Trust Loan shall continue to be serviced by the Servicer and, if applicable,
the Special Servicer, in accordance with the terms of this Agreement and the Co-Lender Agreement on behalf of the Repurchasing
Loan Seller(s), the Trust Interest Owners and the Companion Loan Holders as a collective whole, and the Servicer or the Special
Servicer, as applicable, shall be the sole representative of the lender(s) under the Mortgage Loan in connection with any enforcement,
bankruptcy or other proceeding, (ii) the Custodian shall retain all portions of the Mortgage File (other than the Trust Notes relating
to each Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan), (iii) each Repurchasing Loan Seller
shall be deemed a Companion Loan Holder and the Trust Notes repurchased by it shall be deemed to be Companion Loan Notes evidencing
Companion Loans, (iv) the Trust Loan shall be deemed to consist solely of that portion of the Mortgage Loan evidenced by the Trust
Notes that remain in the Trust, (v) each Repurchasing Loan Seller shall be entitled to receive on each Remittance Date such amounts
as it is entitled under the Co-Lender Agreement as holder of its repurchased Notes and shall provide wiring or other remittance
instructions for such remittances, (vi) each Repurchasing Loan Seller shall be entitled to receive any and all reports and have
access to any and all information that a Certificateholder


 






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would otherwise have under the terms of this Agreement, (vii) no amendment
may be made to this Agreement that would materially and adversely affect the rights of any Repurchasing Loan Seller in respect
of the Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan without the consent of such Repurchasing
Loan Seller, (viii) the Trustee shall remain the mortgagee of record, (ix) compensation shall be paid to the Servicer and/or the
Special Servicer, as applicable, with respect to each repurchased Note as provided in this Agreement as if each such Note were
a Companion Loan (unless otherwise agreed between the Servicer and/or the Special Servicer, as applicable, and the applicable Loan
Seller), and (x) to the extent this Agreement refers to the “Mortgage Loan File”, such references shall be construed
to mean the Mortgage Loan File for the entire Mortgage Loan (except that references to any Trust Note in favor of a Repurchasing
Loan Seller shall be construed to instead refer to a copy of such Trust Note). Neither the Servicer nor the Trustee shall make
any Monthly Interest Payment Advance or Administrative Advance with respect to any Loan Seller Percentage Interest in the Trust
Loan that has been repurchased as described herein.


 


(e)       Notwithstanding
the foregoing provisions of this Section 2.9, in lieu of a Loan Seller performing its obligations with respect to any Material
Breach or Material Document Defect as set forth above, to the extent that such Loan Seller and the Servicer or the Special Servicer,
as applicable, are in any such case able to agree upon a cash payment payable by such Loan Seller to the Trust that would be deemed
sufficient to compensate the Trust for such Material Breach or Material Document Defect (a “Loss of Value Payment”),
such 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 3.4(f)
of this Agreement; provided that a Material Breach or a Material Document Defect that causes the Trust Loan to not constitute a
Qualified Mortgage may not be cured by a Loss of Value Payment. If the Trust Loan is not a Specially Serviced Mortgage Loan, the
Servicer’s agreement with a Loan Seller as to any Loss of Value Payment shall be subject to the reasonable approval of the
Special Servicer (with the consent of any applicable Consenting Party). In connection with obtaining the Special Servicer’s
approval, the Servicer shall upon request promptly provide the Special Servicer with a copy of the servicing file for the Trust
Loan in order to enable the Special Servicer to exercise its approval right. Any agreement by the Special Servicer with a Loan
Seller as to any Loss of Value Payment with respect to a Specially Serviced Mortgage Loan shall be subject to the consent of any
applicable Consenting Party. 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. Upon its making such Loss of Value Payment, the related Loan Seller shall be
deemed to have cured such Material Breach or Material Document Defect on its part in all respects. Provided that such Loss of Value
Payment is made, this paragraph describes the sole remedy available to the Certificateholders, the Uncertificated VRR Interest
Owner or the Trust against the related Loan Seller regarding any such Material Breach or Material Document Defect in respect of
which such Loss of Value Payment is accepted, and the related Loan Seller shall not be obligated to repurchase or replace its Loan
Seller Percentage Interest in the Trust Loan or otherwise cure such Material Breach or Material Document Defect.


 


2.10       Execution
and Delivery of Certificates; Issuance of the Uncertificated VRR Interest; Issuance of Uncertificated Lower-Tier Interests.
(a) The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising
the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, (i) the


 






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Trustee acknowledges the issuance of (A) the Uncertificated Lower-Tier
Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged,
(ii) the Trustee acknowledges the contribution of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC, (iii) the Certificate
Administrator acknowledges that it (A) has executed and has authenticated and delivered to or upon the order of the Depositor,
the Regular Certificates, and has caused the Trust to issue the Uncertificated VRR Interest and the Class UT-R Interest, in exchange
for the Uncertificated Lower-Tier Interests and (B) has executed and has authenticated and delivered to or upon the order of the
Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and (iv) the Depositor hereby acknowledges
the receipt by it or its designees of the Regular Certificates in authorized denominations, the Uncertificated VRR Interest and
the Class UT-R Interest evidencing the entire beneficial ownership of the Upper Tier REMIC.


 


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


 


(b)       The
Class LA, Class LB, Class LVRR and LUVRR Uncertificated Interests are hereby designated as the “regular interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R Interest is hereby designated
as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 


3.             ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOAN


 


3.1           Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case
may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely on
behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, the Trust Interest Owners
and the Companion Loan Holders, as a collective whole as if such Trust Interest Owners and such Companion Loan Holders constituted
one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable
judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan
Documents, the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards (herein referred
to as “Accepted Servicing Practices”): (i) the higher of (a) in the same manner in which and with the same
care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar
loans and administers foreclosed or other similarly situated properties for third-party portfolios, giving due consideration to
customary and usual standards of practice of prudent institutional commercial mortgage loan servicers in servicing mortgage loans
and administering foreclosed properties, and (b) with the same care, skill, prudence and diligence with which the Servicer or
the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services
and manages, in either case exercising reasonable business judgment, acting in accordance with applicable laws; (ii) with a view
to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan


 






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comes into and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can
be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Trust Interest
Owners and the Companion Loan Holders (as a collective whole as if the Trust Interest Owners and the Companion Loan Holders constituted
a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses
and any other amounts due under the Mortgage Loan; and (iii) without regard to:


 


(A)       any
relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Restricted Party, any
Loan Seller, the Depositor, any Companion Loan Holder or any of their respective Affiliates;


 


(B)       the
ownership of any Trust Interest or Companion Loan or any interest in any Companion Loan by the Servicer or the Special Servicer
or by any Affiliate thereof;


 


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


 


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


 


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


 


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


 






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The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as the Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectability of the Mortgage Loan. No provision of this Agreement shall be construed to impose liability on the Servicer
or the Special Servicer for the reason (unless the Servicer or the Special Servicer did not act in accordance with Accepted Servicing
Practices) that any recovery to any Trust Interest Owner in respect of the Mortgage Loan at any time after a determination of present
value recovery is made by the Servicer or the Special Servicer under this Agreement is less than the amount reflected in such determination.


 


As soon as reasonably
practicable following the Closing Date, but no later than 30 days following the Closing Date, the Loan Sellers shall, pursuant
to their respective Trust Loan Purchase Agreement, deliver to the Servicer copies of notices delivered by or on behalf of the Loan
Sellers regarding the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf. The parties hereto acknowledge and
agree that the Servicer and the Special Servicer are each acting as independent contractors and not as agents for the Trustee and/or
the Certificate Administrator.


 


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


 


(b)       Notwithstanding
any sub-servicing agreement, the Servicer or Special Servicer shall remain obligated and liable to the Trustee and the Trust Interest
Owners for the


 






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servicing and administering of the Mortgage Loan in accordance with the provisions of Section 3.1 without
diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from a sub-servicer,
and to the same extent and under the same terms and conditions as if the Servicer or Special Servicer alone were servicing and
administering the Mortgage Loan.


 


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


 


(d)       Any
sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall be
deemed to be between the Servicer or Special Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator,
the Depositor, the Trust and the Trust Interest Owners shall not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust,
the Depositor, the Trustee or the Certificate Administrator to indemnify any such sub-servicer. The Servicer or Special Servicer
is permitted, subject to Accepted Servicing Practices and at its own expense, or to the extent that a particular expense is provided
herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize other agents or attorneys typically
used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing its obligations under this Agreement.


 


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


 


(f)       In
addition to the foregoing, any sub-servicer engaged by the Special Servicer with respect to the Mortgage Loan shall fulfill all
of the requirements of the Special Servicer set forth under Section 6.4(a)(i)(A) and 6.4(a)(v) hereof.


 


3.3           Cash
Management Account and Reserve Accounts.


 


(a)       A
Cash Management Account and the Reserve Accounts shall be established pursuant to the terms of the Mortgage Loan Agreement and/or
the Cash Management


 






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Agreement. The Servicer shall exercise and enforce the rights of the Trust and the Companion Loan Holders with
respect to the Cash Management Account and the Reserve Accounts under the Mortgage Loan Agreement and the Cash Management Agreement,
and shall make deposits thereto and withdrawals therefrom, all in accordance with Accepted Servicing Practices and the other terms
of this Agreement and the other Mortgage Loan Documents.


 


(b)       The
Certificate Administrator shall establish and maintain a reserve account (the “Interest Reserve Account”) in
the name of the “Citibank, N.A., as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates
Series 2019-650M and the Uncertificated VRR Interest”. The Interest Reserve Account shall be established and maintained as
a non-interest bearing Eligible Account, and may be a sub-account of the Distribution Account. On each Distribution Date occurring
in any February and on any Distribution Date occurring in any January that occurs in a year that is not a leap year (unless, in
either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Distribution
Account and deposit into the Interest Reserve Account an amount equal to one day’s net interest collected on the principal
balance of the Trust Loan as of the related Payment Date occurring in the month preceding the month in which such Distribution
Date occurs, calculated at the Interest Rate with respect to the Trust Loan Notes, to the extent such funds are on deposit on the
applicable Payment Date or an advance is made in respect of the Payment Date (all amounts so deposited in any consecutive January
and February, “Withheld Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution
Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Interest Reserve Account an amount
equal to the Withheld Amounts from the preceding January and February, if any, and deposit such amounts into the Distribution Account
for distribution with respect to the Trust Interests.


 


3.4           Collection
Account. (a) The Servicer shall establish and maintain or cause to
be established and maintained in the name of “KeyBank National Association, as Servicer on behalf of the Trust, for the
benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of MAD Commercial Mortgage
Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated VRR Interest Owner”
and/or “KeyBank National Association, as Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the Companion Loan Holders with respect to MAD Commercial Mortgage Trust 2019-650M” one or more deposit accounts
(the “Collection Account”) for the benefit of the Trust Interest Owners and the Companion Loan Holders. The Collection
Account shall be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the Collection Account
within one Business Day of receipt of properly identified and available funds the following amounts representing payments and
collections received or made during each Collection Period on or with respect to the Mortgage Loan (other than amounts required
to be deposited into the Reserve Accounts in accordance with the Trust Loan Purchase Agreements):


 


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


 






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(ii)         all
payments on account of interest on the Mortgage Loan including, without limitation, Default Interest;


 


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


 


(iv)        any
other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Trust Interest Owners under the Mortgage Loan


 


(v)         any
Prepayment Fees;


 


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


 


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


 


(viii)      any
Loss of Value Payments paid by the Loan Sellers and transferred to the Collection Account pursuant to Section 3.4(f); and


 


(ix)         any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of a Loan Seller Percentage Interest in the Mortgage Loan pursuant to Section
2.9 hereof and the applicable Trust Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer
pursuant to Section 3.16 hereof or a sale of a Foreclosed Property pursuant to Section 3.15(e), (3) amounts from
any related mezzanine lender representing proceeds of its purchase of the Mortgage Loan or cure payments permitted to be made by
any related mezzanine lender pursuant to the related mezzanine intercreditor agreement, or (4) amounts payable under the Mortgage
Loan Documents by any Person to the extent not specifically excluded;


 


provided, however, that to
the extent any such amounts are received after 2:00 p.m. (New York time) on any given Business Day, the Servicer shall use commercially
reasonable efforts to deposit such amounts into the Collection Account within 1 Business Day of receipt by the Servicer of any
properly identified and available funds but, in any event, the Servicer shall deposit such amounts into the Collection Account
within 2 Business Days of receipt by the Servicer of any properly identified and available funds.


 


The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of Additional Servicing Compensation (other than Default Interest
and late payment charges) to which the Servicer or the Special Servicer, as applicable are entitled pursuant to Section 3.17
and any reimbursement made by the Borrower


 






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Related Parties of fees and expenses of the Servicer or the Special Servicer need not
be deposited in the Collection Account by the Servicer or the Special Servicer and, to the extent permitted by applicable law,
the Servicer or the Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received
with respect to the Mortgage Loan.


 


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


 


(c)           On
or prior to each Remittance Date (or, in the case of clause (vi) below, on or prior to the Remittance Date specifically applicable
to the related Companion Loan), prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution
Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account, which withdrawals shall
be the only permitted withdrawals from the Collection Account by the Servicer, as described below (the order set forth below constituting
an order of priority for such withdrawals unless otherwise indicated):


 


(i)          to
withdraw funds deposited in the Collection Account in error;


 


(ii)         to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each together with unpaid interest
thereon at the Advance Interest Rate;


 


(iii)        concurrently,
to pay the Servicing Fee to the Servicer (who shall pay the holder of the Excess Servicing Fee Right the portion of the Servicing
Fee that represents Excess Servicing Fees in accordance with Section 3.17 of this Agreement), and the Trustee/Certificate
Administrator Fee (including the portion of such Trustee/Certificate Administrator Fee payable to the Trustee as the Trustee Fee)
to the Certificate Administrator (who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents
the Trustee Fee pursuant to Section 8.5 hereof);


 


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


 


(v)         to
reimburse or pay, as applicable, the Trustee and the Servicer, in that order, for (A) unreimbursed Advances made by each and not
previously reimbursed from amounts received with respect to the Mortgage Loan during the applicable Collection Period in the form
of late payments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and other collections on the Mortgage Loan (and
other than any Advance that has been determined to be a Nonrecoverable Advance that has been reimbursed pursuant to clause (ii)
above); and (B) unpaid interest on such Advances at the Advance Interest Rate; provided, however, that, with respect
to Advances that are not


 






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deemed to be Nonrecoverable Advances, interest on Advances shall be payable (1) prior to the final liquidation
of the Property or the final payment and release of the Mortgage, only out of Default Interest or late payment charges (or actual
payments by the Borrower to cover such interest on Advances) collected in the related Collection Period, and (2) after the final
liquidation of the Property or the final payment and release of the Mortgage, first out of Default Interest and late payment charges
(or actual payments by the Borrower to cover such interest on Advances) on deposit in the Collection Account, and then out of all
other amounts on deposit in the Collection Account;


 


(vi)        to
remit to each Companion Loan Holder all remaining amounts on deposit in the Collection Account payable to such Companion Loan Holder
pursuant to the Co-Lender Agreement with respect to its Companion Loan(s), exclusive of any amounts reimbursable to the Servicer,
the Special Servicer, the Trustee or the Trust and allocable to such Companion Loan(s) in accordance with the Co-Lender Agreement,
including (A) if a Companion Loan is part of an Other Securitization Trust, to the extent required by the Co-Lender Agreement,
to pay the applicable party to the Other Pooling and Servicing Agreement for any interest accrued on (1) Companion Loan Advances
made thereby and (2) administrative advances, if any, made in respect of the Companion Loan; and (B) to make any other required
payments due under the Co-Lender Agreement to each Companion Loan Holder;


 


(vii)       to
reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Property and not otherwise covered and paid by an insurance policy or deducted
from the proceeds of liquidation or reimbursed as an Advance;


 


(viii)      to
pay to the Servicer and the Special Servicer, as Additional Servicing Compensation, any payments in the nature of those fees and
expenses that constitute Additional Servicing Compensation, to the extent remaining after payment pursuant to clause (v)
above and, in the case of Default Interest and late payment charges, to the extent remaining after application pursuant to Section
3.17(b) (it being acknowledged that such amounts (other than Default Interest and late payment charges) are not required to
be deposited in the Collection Account and may be retained by the Servicer or the Special Servicer, as applicable, or paid by the
Servicer to the Special Servicer when due to the Special Servicer as set forth in Section 3.17), to the extent actually
received from or on behalf of the Borrower (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to
the terms of the Mortgage Loan Documents or this Agreement) and deposited into the Collection Account by the Servicer;


 


(ix)         to
pay or reimburse, as applicable, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, for any expenses,
indemnities and other amounts (including Trust Fund Expenses) then due and payable or reimbursable to each, and to pay directly
any other costs and expenses expressly payable out of the Collection Account or at the expense of the Trust, in any event pursuant
to the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 






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(x)          to
the extent not previously paid or advanced, to pay to the Certificate Administrator for payment (or set aside for eventual payment)
by it of any and all taxes imposed on the Lower-Tier REMIC or Upper-Tier REMIC by federal or state governmental authorities, as
provided in Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s, the Servicer’s,
the Special Servicer’s, the Trustee’s or the Certificate Administrator’s, as applicable, negligence, fraud, bad
faith or willful misconduct, then such party that was negligent, acted in bad faith or engaged in fraud or willful misconduct will
be required to indemnify the Trust for the amount of such taxes pursuant to Sections 6.6 and 8.12, as applicable;


 


(xi)         to
pay the CREFC® Licensing Fee to CREFC®, to the extent of funds available in the Collection Account
following the withdrawal of the amounts described in clauses (ii) through (x) above, on the related Remittance Date;
and


 


(xii)        on
each Remittance Date, to remit all funds received during or prior to the related Collection Period and remaining after the withdrawals
specified in clauses (i) through (xi) above to the Certificate Administrator for deposit in (A) in the case of funds
other than the Prepayment Fees, the Distribution Account pursuant to Section 3.5 and (B) in the case of amounts representing
the Prepayment Fees, the Prepayment Fees Distribution Account;


 


provided that
(A) Monthly Interest Payment Advances are reimbursable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender
Agreement, (B) Companion Loan Advances are reimbursable solely out of collections allocable to the Companion Loans pursuant to
the Co-Lender Agreement, and (C) any payment or reimbursement of any other items specified above under clauses (iv)(b),
(v), (vi), (vii) and (ix) of this Section 3.4(c) shall, as and to the extent provided in this
Agreement and the Co-Lender Agreement, be made out of: (1) first, to the maximum extent permitted under the Co-Lender
Agreement, any amounts on deposit in the Collection Account that would otherwise be distributable under the Co-Lender Agreement
to the Junior Trust Notes; and (2) second, any remaining amounts on deposit in the Collection Account that would otherwise
be distributable under the Co-Lender Agreement with respect to the Senior Trust Notes and the Companion Loan Notes, on a pro
rata and pari passu basis in accordance with their relative principal balances (except to the extent that interest on
Monthly Interest Payment Advances and/or Companion Loan Advances are allocable to, and payable out of collections on, the related
Senior Note), all in accordance with the Co-Lender Agreement, and taking into account the subordination of the Junior Trust Notes
to the Senior Trust Notes and the Companion Loan Notes.


 


If a Monthly Interest
Payment Advance is made with respect to the Trust Loan, then that Monthly Interest Payment Advance, together with interest on such
Monthly Debt Service Advance, shall only be reimbursed out of future payments and collections on the Trust Loan, but not out of
payments or other collections on the Companion Loans. Likewise, the Trustee/Certificate Administrator Fee (including the portion
that is the Trustee Fee) shall only be paid out of payments and other collections on the Trust Loan, but not out of payments or
other collections on the Companion Loans.


 






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Notwithstanding the foregoing,
with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses (iii),
(iv)(B), (v), (vi), (vii), (viii), (ix) or (x) above of this Section 3.4(c)
if: (1) the item proposed to be withdrawn, if not withdrawn, would be required to be advanced by the Servicer as an Administrative
Advance or covered by a Monthly Interest Payment Advance with respect to such Remittance Date; and (2) as a result of such withdrawal,
the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than the Required Advance
Amount (it being understood that the Servicer shall be permitted to make withdrawals in the order of priority specified above in
this Section 3.4(c) so long as funds equaling or exceeding the Required Advance Amount remain in the Collection Account).
Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal
pursuant to clauses (iii), (iv)(B), (v), (vi), (vii), (viii), (ix) or (x)
above of this Section 3.4(c) but which remain unpaid due to the operation of this paragraph may then be withdrawn
and paid) upon (1) the final liquidation of the Trust Loan or the Property, (2) the final payment of the Trust Loan and release
of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances in the aggregate
would be a Nonrecoverable Advance.


 


The Servicer shall pay
to the Trustee and the Certificate Administrator (on behalf of itself and the Trustee) and pay to the Special Servicer, if applicable,
from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Trustee and the Certificate
Administrator, as applicable, therefrom, promptly upon receipt on or prior to the Determination Date of certificates of a Servicing
Officer of the Special Servicer, a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, describing
the item and amount to which the Special Servicer, the Certificate Administrator and/or the Trustee, as applicable, are entitled,
together with any other information reasonably requested by the Servicer; provided, however, that no certificate
shall be required for payment to the Special Servicer of any Special Servicing Fee, Liquidation Fee or Work-out Fee. The Servicer
may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability
if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, is not entitled.


 


On the Remittance Date
for each Companion Loan, the Servicer shall remit to the related Companion Loan Holder the amounts contemplated to be payable thereto
on such date as contemplated by clause (vi) of the first paragraph of this Section 3.4(c).


 


(d)           On
each Remittance Date, the Servicer shall withdraw from the Collection Account all funds received during or prior to the related
Collection Period, and remaining after the withdrawals specified in clauses (i) through (xi) of the first paragraph
of Section 3.4(c), and shall remit such funds to the Certificate Administrator for deposit in (i) in the case of funds other
than Prepayment Fees, the Distribution Account pursuant to Section 3.5 and (ii) in the case of Prepayment Fees, the Prepayment
Fees Distribution Account.


 


(e)           If
the Servicer makes any reimbursement or payment out of the Collection Account to cover any related Companion Loan Holder’s
share of any cost, expense, indemnity, Property Protection Advance or interest on such Property Protection Advance, or fee with
respect to the Mortgage Loan, then the Servicer (prior to the occurrence of a Special Servicing Loan Event) and the Special Servicer
(following the occurrence of a Special Servicing Loan Event) shall use


 






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efforts consistent with the Accepted Servicing Practices
to collect such amount out of collections on such Companion Loan or, if and to the extent permitted under the related Co-Lender
Agreement, from such Companion Loan Holder.


 


(f)            If
any Loss of Value Payments are received in connection with a Material Breach or a Material Document Defect, as the case may be,
with respect to the Mortgage Loan pursuant to or as contemplated by Section 2.9 of this Agreement, the Servicer shall establish
and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust for the
benefit of the Trust Interest Owners, for purposes of holding such Loss of Value Payments. Each account that constitutes a Loss
of Value Reserve Fund shall be an Eligible Account or a sub-account of a related Eligible Account. The Servicer and 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 Trust Interest
Owners (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the 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 Loan
Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Loan Seller as
distributions by the Trust Fund to such Loan Seller as a beneficial owner of the Loss of Value Reserve Fund. The applicable 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, based upon the respective Loss of Value Payments made by each such Loan Seller
that are on deposit from time to time in the Loss Value Reserve Fund.


 


(g)           If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to the Mortgage Loan or any Foreclosed
Property, then the Special Servicer shall, promptly upon written direction from the Servicer (provided that, with respect
to clause (iv) below, the Certificate Administrator shall have provided the Servicer and the Special Servicer with five
(5) Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments (up to the remaining
portion thereof) from the Loss of Value Reserve Fund to the Servicer for deposit into the Collection Account (or, in the case of
clause (iv) below, to the applicable Loan Seller) for the following purposes:


 


(i)          to
reimburse the Servicer, the Special Servicer or the Trustee, in accordance with Section 3.4(c) of this Agreement, for any
Nonrecoverable Advance made by such party with respect to the Mortgage Loan or any related Foreclosed Property (together with any
related interest thereon);


 


(ii)         to
pay, in accordance with Section 3.4(c) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to the Mortgage Loan or any related Foreclosed Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute a Trust Fund Expense, and to pay, in accordance with Section 3.4(c) of this Agreement, any unpaid Liquidation
Fee due and owing to the Special Servicer in connection with the receipt of such Loss of Value Payment;


 






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(iii)         to
offset any portion of any Realized Loss (or, in connection with a final liquidation of the Mortgage Loan or the Property, any anticipated
Realized Loss) that is attributable to the Mortgage Loan or any related Foreclosed Property (as calculated without regard to the
application of such Loss of Value Payments); and


 


(iv)        on
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iii) above,
to each Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Loan Seller that was used pursuant to clauses (i) through (iii) to offset, pay or reimburse, as applicable, any Realized
Losses, Trust Fund Expenses or Nonrecoverable Advances (together with any related interest thereon) incurred with respect to the
Mortgage Loan or any related Foreclosed Property.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated
as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or any related Foreclosed Property for which such
Loss of Value Payments were received.


 


3.5           Distribution
Account. (a) The Certificate Administrator shall establish and maintain in the name of “Citibank, N.A., as Certificate
Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of MAD
Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates Series 2019-650M and the Uncertificated VRR
Interest”, a deposit account (the “Distribution Account”), which shall be deemed to include the Lower-Tier
Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account for the benefit
of the Certificateholders, the Uncertificated VRR Interest Owners and the Trustee, as holder of the Uncertificated Lower-Tier
Interests. The Distribution Account shall be an Eligible Account maintained with an Eligible Institution. On each Remittance Date,
the Servicer shall transfer from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution
Account all funds received during or prior to the related Collection Period and remaining on deposit therein, after giving effect
to the withdrawals made pursuant to clauses (i) through (xi) of the first paragraph of Section 3.4(c). The
Certificate Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account.
The Certificate Administrator shall make withdrawals from the Distribution Account to make distributions to the Trust Interest
Owners pursuant to Section 4.1.


 


Amounts held in the Distribution
Account shall be uninvested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account and the Prepayment Fees Distribution Account to make distributions to the
Holders of the Certificates pursuant to Section 4.1 and Section 4.3, respectively.


 


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


 






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(i)          to
pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) to the Certificate Administrator
(who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee pursuant to
Section 8.5 hereof), but only from any Monthly Interest Payment Advance and only to the extent that such amounts are not
paid out of the Collection Account pursuant to Section 3.4(c)(iii);


 


(ii)         to
make or be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(c) and (d) and Section
4.3(c) into the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect
of the Class LT-R Interest) pursuant to Section 4.1;


 


(iii)        to
withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto;
and


 


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


 


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


 


(i)          to
withdraw amounts deposited in error;


 


(ii)         to
make distributions to the Uncertificated VRR Interest Owner and to the Holders of the Regular Certificates and the Class R Certificates
(in respect of the Class UT-R Interest) on each Distribution Date pursuant to Section 4.1, Section 4.3 or Section
10.1 as applicable; and


 


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


 


(d)           The
Certificate Administrator shall establish and maintain, with respect to the Combined VRR Interest and the Class A and Class B Certificates,
an account (the “Prepayment Fees Distribution Account”) in the name of the “Citibank, N.A., as Certificate
Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of MAD
Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass Through Certificates Series 2019-650M and the Uncertificated VRR
Interest, Prepayment Fees Distribution Account”. The Distribution Account shall be deemed to include the Prepayment Fees
Distribution Account, and the Prepayment Fees Distribution Account shall be an Eligible Account maintained with an Eligible Institution,
and may be a sub-account of the Distribution Account. The Prepayment Fees shall be held solely for the benefit of the Holders of
the Combined VRR Interest and the Class A and Class B Certificates. With respect to each Distribution Date, the Certificate Administrator
shall make withdrawals from the Prepayment Fees Distribution Account to the extent required to make the distributions of Prepayment
Fees required by Section 4.3(b) of this Agreement.


 


3.6           Foreclosed
Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (each, a “Foreclosed
Property Account”) on behalf of the Trust for


 






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the benefit of the Trust Interest Owners in the name of either (A) “LNR
Partners, LLC, as Special Servicer on behalf of Wilmington Trust, National Association, as Trustee for the benefit of the registered
Holders of MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, the Uncertificated
VRR Interest Owners and the Companion Loan Holders, as their interests may appear” related to the Foreclosed Property, if
any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the Trust Interest Owners and the Companion
Loan Holders or (B) a limited liability company wholly owned by the Trust and which is managed by the Special Servicer as provided
in Section 3.14, related to each Foreclosed Property, if any, held in the name of such limited liability company. Each
Foreclosed Property Account shall be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit
into the Foreclosed Property Account within two (2) Business Days of receipt all properly identified funds collected and received
in connection with the operation or ownership of such Foreclosed Property. On or before the Business Day following the last day
of each Collection Period, the Special Servicer shall withdraw the funds in any Foreclosed Property Account received through the
end of such Collection Period, net of certain expenses and/or reserves (the amount of such reserves determined in the Special
Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance with Section 3.4(a).
The Special Servicer shall notify the Certificate Administrator in writing of the location and account number of each Foreclosed
Property Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


3.7           Appraisal
Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer,
the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling
Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal
Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the
Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is
not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which
case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or
following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less
than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following
the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable
Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s
possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction
Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders
(or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and
trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal
(or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would
constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained
by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the
Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special
Servicer determines


 






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that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be
adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and
the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been
notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest
Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal
Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation
Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer
and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within
two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount.
The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction
Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari
passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance
of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis
(in accordance with the relative principal balance of such Senior Notes).


 


Any such Appraisal obtained
under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator,
the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator
shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information
Provider shall post such Appraisal on the 17g-5 Information Provider’s Website.


 


(b)           While
an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall
be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining
(x) the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period
is or is not then in effect as provided in the definition thereof.


 


(c)           The
Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally
reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes
and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction
Amount allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction
Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest,
which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates
and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding
amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage
of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate Balances of the Class B Certificates; provided
that the Certificate Balance


 






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in respect of such Class may not be notionally reduced below zero. Appraisal Reduction Amounts shall
not be applied to notionally reduce the Certificate Balance of the Class A Certificates.


 


(d)           With
respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or
Foreclosed Property, as applicable, will be determined on an “as is” basis.


 


(e)           If
(i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal have been obtained or conducted
with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal
Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may
be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or
Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed
Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction
Event has occurred, then (x) until a new Appraisal is obtained for the Property or Foreclosed Property, as the case may be, the
appraised value of the Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction
Amount shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised Value”)
, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property or Foreclosed Property,
as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal
Reduction Amount” taking such Appraisal into account.


 


(f)            The
Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party) in respect of the determination
of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until
such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling
Class Representative discussed below or otherwise in accordance with this Agreement. The Class B Certificates, if and when the
Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application
of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation
Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority
(by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the
right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of the Property in connection
with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the
Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of
the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser.
Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount
based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated.


 


(g)           In
addition, if subsequent to the Class B Certificates becoming an Appraisal-Reduced Class there is a material change with respect
to the Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain
an


 






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additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including
any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property, and only
4 such additional Appraisals of the Property, may be requested by the holders of an Appraisal-Reduced Class within the same two-year
period. The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s
confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property
designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order
another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance
with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that
provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal),
and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by
any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced
Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted
Servicing Practices upon the occurrence of a material change at the Property or that the Special Servicer is otherwise required
or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error
in the appraised value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting
property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward
the appraised value of the Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified
appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting
Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment
would cause the Class B Certificates to become an Appraisal-Reduced Class


 


(h)           Upon
becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging
the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described
above), the Holders of the Class B Certificates shall not exercise any rights of the Controlling Class solely applicable during
a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such
CCR Control Period is reinstated.


 


3.8           Investment
of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed
Property Accounts and the Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution maintaining
the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent
interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the
Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve
Fund, the Cash Management Account and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”),
to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount,
and that mature, unless


 






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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 Servicer or the Special Servicer,
as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment
is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate
Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special
Servicer, with respect to any Foreclosed Property Account) over each such investment and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special
Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the
Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the
Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event
amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer
and the Special Servicer, as applicable, shall:


 


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


 


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


 


(b)           All
net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the
extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the Borrower) shall be for the benefit
of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment
of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds
in the Collection Account, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect
to the Cash Management Account or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower
under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special
Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization
of such loss.


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer,
as applicable, 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


 






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


 


(d)           Notwithstanding
the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer,
the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment
of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency
of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company
satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made
and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special
Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud,
negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable;
provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator
shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement
(not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses
resulting therefrom, whether from Permitted Investments or otherwise.


 


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


 


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


 






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(b)           If
there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced
pursuant to Sections 7.1 and 7.2. Upon the occurrence of a Special Servicer Termination Event, the Trustee must upon
actual knowledge by a Responsible Officer, promptly notify the Companion Loan Holders and the Certificate Administrator in writing
and the Certificate Administrator shall (i) post such notice on the Certificate Administrator’s website, (ii) provide such
notice to the 17g-5 Information Provider who must post such notice thereof to the 17g-5 Information Provider’s website and
(iii) provide notice to the Trust Interest Owners by mail, to the addresses set forth on the Certificate Register, unless the related
Special Servicer Termination Event has been cured or waived. The appointment of any such successor Special Servicer shall not relieve
the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, however,
that the initial Special Servicer specified above shall not be liable for any actions or any inaction of such successor Special
Servicer. No termination fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer and appointment
of a successor Special Servicer shall be effective until the successor Special Servicer has assumed all of its responsibilities,
duties and liabilities hereunder in writing and Rating Agency Confirmation with respect to such appointment has been delivered
to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section
2.5(a) mutatis mutandis as of the date of its succession. In addition, the Person accepting such assignment and delegation
shall constitute a Qualified Replacement Special Servicer.


 


The terminated Special
Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees accrued prior to its
termination and other amounts payable to it (including indemnification payments).


 


(c)           Upon
determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof
to the Special Servicer, the Trustee, the Companion Loan Holders and the Certificate Administrator, and the Servicer shall use
its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting
the Mortgage Loan File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect
thereto. The Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
date that a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator
of the Mortgage Loan until the Special Servicer has commenced the servicing of the Mortgage Loan, upon the occurrence and during
the continuation of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the
receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer
shall instruct the Borrower Related Parties to continue to remit all payments in respect of the Mortgage Loan to the Servicer.
The Servicer shall forward any notices it would otherwise send to the Borrower Related Parties under the Mortgage Loan to the Special
Servicer who shall send such notice to the Borrower Related Parties while a Special Servicing Loan Event has occurred and is continuing.
The Servicer (or, while a Special Servicing Loan Event has occurred and is continuing, the Special Servicer) shall provide any
related mezzanine lender all default-related notices required under any related mezzanine intercreditor agreement, including, without
limitation, in connection with any cure rights or purchase option. During the continuance of a Special Servicing Loan Event with


 






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respect to the Mortgage Loan, the Special Servicer shall determine the effect on net present value of various courses of action
with respect to the Mortgage Loan, including without limitation, work-out of the Mortgage Loan or foreclosure on the Property and
pursue, subject to the terms of this Agreement, the course of action that it determines would maximize recovery on the Mortgage
Loan on a net present value basis. All net present value determinations shall be made in accordance with Section 1.3(c).


 


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


 


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


 


(f)           During
any period in which a Special Servicing Loan Event is continuing with respect to the Mortgage Loan, no later than 2:00 p.m. (New
York time) the Business Day following the Determination Date, the Special Servicer shall deliver to the Servicer a written statement
(or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) and
(ii) below of this Section 3.10(f)) describing (i) the amount of all payments received on the Mortgage Loan, the
amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds
received with respect to the Property, and the amount of net income or net loss, as determined from management of a trade or business
on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any rental income that does not
constitute rents from real property with respect to, the Foreclosed Property, in each case in accordance with Section 3.15
and (ii) such additional information relating to the Mortgage Loan as the Servicer, the Certificate Administrator or the Trustee
reasonably requests to enable it to perform its duties under this Agreement.


 


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


 


(h)           Within
60 days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the “Asset Status Report”)
for the Mortgage Loan and deliver such report (in a format reasonably acceptable to the recipients and the Special Servicer) to
any


 






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applicable Consenting Party and Consulting Party, the Servicer and any Companion Loan Holders and, in the case of a Final Asset
Status Report, to the Certificate Administrator and the 17g-5 Information Provider in accordance with Section 8.14(b) (who
shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). Such Asset Status
Report shall set forth the following information to the extent reasonably determinable:


 


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


 


(ii)         a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Mortgage Loan and whether outside legal counsel has been retained;


 


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


 


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


 


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


 


(vi)        the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed work-outs with respect thereto
and the status of any negotiations with respect to such work-outs, and an assessment of the likelihood of additional Mortgage Loan
Events of Default;


 


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


 


(viii)      a
description of any actions taken or proposed actions to be taken;


 


(ix)         the
alternative courses of action considered by the Special Servicer in connection with any actions taken or proposed actions to be
taken;


 


(x)          the
action 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 action, including its rejection of the alternatives; and an analysis of whether or
not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action,
setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including
the applicable discount rate used) and all related assumptions;


 


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


 






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


 


The Special Servicer
shall: (x) deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator
and the Special Servicer, a proposed notice to Trust Interest Owners that shall include a summary of any Final Asset Status Report
(which shall be a brief summary of the current status of the Property and strategy with respect to the resolution and work-out
of the Mortgage Loan), and the Certificate Administrator shall post such summary (but not the Asset Status Report) on the Certificate
Administrator’s Website pursuant to Section 8.14(b); and (y) implement the applicable Final Asset Status Report in
the form delivered to the 17g-5 Information Provider pursuant to the first paragraph of this Section 3.10(h). If the Special
Servicer modifies any Final Asset Status Report that it has previously delivered, then in connection therewith, the Special Servicer
shall (i) deliver such modified Final Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably
acceptable to the 17g-5 Information Provider, which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b), (ii) deliver a summary of the modified Final Asset Status Report to the Certificate
Administrator (in an electronic format reasonably acceptable to the Certificate Administrator), which the Certificate Administrator
shall post on the Certificate Administrator’s Website pursuant Section 8.14(b), and (iii) implement such modified
Final Asset Status Report in the form delivered to the 17g-5 Information Provider.


 


If any applicable Consenting
Party (i) affirmatively approves in writing an Asset Status Report or (ii) does not disapprove an Asset Status Report within ten
Business Days after receipt of such Asset Status Report together with all information in the possession of the Special Servicer
that is reasonably necessary for such Consenting Party to make a decision regarding such Asset Status Report (and, in the case
of this clause (ii), such Consenting Party shall be deemed to have approved such Asset Status Report), then the Special
Servicer shall take the recommended actions described in such Asset Status Report. Within ten Business Days after receipt of an
Asset Status Report, together with all information reasonably requested by any applicable Consenting Party in the possession of
the Special Servicer that is reasonably necessary to make a decision regarding the Asset Status Report, such Consenting Party may
object to such Asset Status Report.


 


If any applicable Consenting
Party disapproves an Asset Status Report within the above-referenced ten Business Day period, then the Special Servicer shall revise
such Asset Status Report and deliver such revised Asset Status Report as soon as practicable thereafter, but in no event later
than 30 days after such disapproval of the Asset Status Report by such Consenting Party, to (i) any applicable Consenting Party,
(ii) any applicable Consulting Party, (iii) the Servicer, and, (iv) solely in the case of a Final Asset Status Report, the Certificate
Administrator and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website
pursuant to Section 8.14(b)). If and for so long as there is an applicable Consenting Party, the Special Servicer shall
revise such Asset Status Report as provided in the prior sentence until the earlier of (a) the delivery by such Consenting Party
of an affirmative approval in writing of such revised Asset Status Report, and (b) the failure of such Consenting Party to disapprove
such revised Asset Status Report in writing within ten Business Days of its receipt thereof; provided that the Special Servicer
may take actions with respect to the related Property before the expiration of such ten Business Day period if the Special Servicer
reasonably determines that failure to take


 






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such action before the expiration of such ten Business Day period would violate the
Accepted Servicing Practices; and provided, further, that if such Consenting Party has timely disapproved as required
hereunder, but has not approved or been deemed to approve any revised Asset Status Report within 90 days from the submission of
the initial Asset Status Report, then the Special Servicer and such Consenting Party shall use reasonable efforts to negotiate
a mutually agreeable Asset Status Report during the next thirty (30) days, and if they are unable to reach an agreement within
such 30-day period, the Special Servicer shall take the action recommended in its most recently submitted Asset Status Report,
provided, that such action does not violate Accepted Servicing Practices. The Asset Status Report and all modifications
thereto shall be prepared in accordance with the Accepted Servicing Practices.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised
report so long as such revised report has been prepared, delivered, reviewed and either approved or not rejected as provided above.


 


If and for so long as
there is an applicable Consulting Party, the Special Servicer shall also consult on a non-binding basis with such Consulting Party
in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and such Consulting Party
shall be permitted to propose alternative courses of action within 10 Business Days of receipt of each Asset Status Report. The
Special Servicer shall consider any such alternative courses of action and any other feedback provided by any applicable Consulting
Party. The Special Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing
Practices to take into account any input and/or recommendations of the applicable Consulting Party.


 


The Special Servicer
may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would
be required in order to act in accordance with Accepted Servicing Practices. During any CCR Control Period or any CCR Consultation
Period, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above,
the Special Servicer shall promptly notify, during any CCR Control Period or any CCR Consultation Period, the Controlling Class
Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor.


 


Notwithstanding anything
herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent
or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation,
consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative
and before a replacement is selected and/or identified; and (ii) no advice, direction, objection or consultation from or by a Consenting
Party or a Consulting Party, as applicable, pursuant to or as contemplated by any provision of this Agreement, may (and neither
the Special Servicer nor the Servicer shall follow any such advice, direction, objection or consultation that the Special Servicer
or the Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special
Servicer or the Servicer to violate applicable law, the terms of the Mortgage Loan Documents or any related mezzanine intercreditor
agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s obligation to act in
accordance with Accepted Servicing


 






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Practices, (B) result in the imposition of federal income tax on the Trust, or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC , (C) expose the Trust, any Trust Interest Owner, any
Companion Loan Holder, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of
their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability
or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement or
the scope of the Trustee’s or Certificate Administrator’s responsibilities under this Agreement.


 


(i)            During
the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Borrower Related
Parties and, subject to the rights of any applicable Consenting Party and any applicable Consulting Party, take any actions consistent
with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.


 


(j)            Upon
request of any Certificateholder (or any Beneficial Owner, if applicable) or any Uncertificated VRR Interest Owner, which constitutes
a Non-Restricted Privileged Person and which shall have provided the Certificate Administrator with an Investor Certification in
the form of Exhibit K-1, the Certificate Administrator shall mail or transmit electronically, without charge, to the address
specified in such request a copy of the summary of any Final Asset Status Report. Notwithstanding anything to the contrary in this
Agreement, a Certificateholder (or any Beneficial Owner, if applicable) or any Uncertificated VRR Interest Owner, which shall have
provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-2, shall only be entitled
to receive a copy of the most current Distribution Date Statements and no other reports from the Certificate Administrator’s
Website.


 


(k)           During
the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer shall prepare
and deliver to the Servicer the CREFC® Special Servicer Loan File and, to the extent required under the then current
applicable CREFC® guidelines, CREFC® Special Servicer Property File with respect to the Mortgage
Loan.


 


3.11         Maintenance
of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing
Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to
be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee,
has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by
the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying
the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by
the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special
Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower
to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the
Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing
Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date,
or (ii) the failure to maintain such insurance would constitute


 






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an Acceptable Insurance Default. Neither the Servicer nor the
Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not
be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly,
prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism
insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer
nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require
a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer
or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the
Trust).


 


(b)           The
Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such
insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain
with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance
with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be
advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case
the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism
insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required
to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at
commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion
Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in
respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request,
make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make
such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such
Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations
shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable
interest and the availability of such insurance at commercially reasonable rates.


 


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


 






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deductible
limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation
that is consistent with Accepted Servicing Practices.


 


(d)           Each
of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout
the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has
a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by
Fitch, “A-” by S&P, “A3” by Moody’s, “A-” by KBRA or “A-:X” by A.M. Best
Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal
of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided
to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer,
as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or
the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions
of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof
and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d).
The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory
power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount
of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the
Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA
or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable,
shall obtain a comparable replacement bond or policy.


 


Both the Servicer and
Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket
fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d).
In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be
required to obtain a comparable replacement bond or policy.


 


In lieu of the foregoing,
but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through
its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured
debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an
equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII”
by A.M. Best Company, Inc.


 


(e)           No
provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve
the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator
on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and
the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s
behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The
Certificate Administrator


 






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shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential
basis.


 


3.12         Procedures
with Respect to Defaulted Mortgage Loan; Realization upon the Property. (a) Upon a Special Servicing Loan Event, the Special
Servicer on behalf of the Trust (subject to the consent of rights of any applicable Consenting Party and the consultation rights
of any applicable Consulting Party), subject to the terms of the Mortgage Loan Documents and consistent with Accepted Servicing
Practices, shall promptly pursue the remedies set forth in the Mortgage Loan Documents, including foreclosure or otherwise realization
on the Property and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable
Mortgage Loan Documents or other realization on the collateral for the Mortgage Loan, the Special Servicer shall direct the Servicer
to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable
Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection
Account as an expense of the Trust if consistent with Accepted Servicing Practices.


 


(b)           Such
proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives
such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which
the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does
not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute
a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).


 


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


 


(d)           Notwithstanding
the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and
thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to such item that would
cause the Trust or the Certificate Administrator or the Trustee, on behalf of the Trust, or


 






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any Companion Loan Holder to be considered
to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of
the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on
a report prepared at the expense of the Trust by an independent person who regularly conducts site assessments for purchasers of
comparable properties, that (i) the Property is in compliance with applicable Environmental Laws or that taking the remedial actions
necessary to comply with such laws is reasonably likely to produce a greater recovery on a present value basis than not taking
such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based
materials which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably
likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver
a copy of any such report to the 17g-5 Information Provider in electronic format and the 17g-5 Information Provider shall make
such report available to the Rating Agencies and NRSROs pursuant to Section 8.14(b).


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest
of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted
a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions
described in the immediately preceding paragraph, then subject to the rights of any related mezzanine lender, if applicable,
and subject to the rights of (i) any applicable Consenting Party to consent to, and (ii) any applicable Consulting Party to consult
in respect of, such action pursuant to the terms hereof, the Special Servicer shall take such proposed action.


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable
Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection
Account as an expense of the Trust if consistent with Accepted Servicing Practices.


 


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


 


(f)            Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust any personal
property (including any Collateral consisting of franchise agreements, intellectual property or equity interests in any entity
or other non-real property Collateral) pursuant to this Section 3.12 unless:


 


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


 






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(ii)         the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection
Advance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail
to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or any Trust Interest is outstanding.


 


(g)           Notwithstanding
any acquisition of title to the Property following a Mortgage Loan Event of Default and cancellation of the Mortgage Loan, the
Mortgage Loan shall be an REO Mortgage Loan and shall be deemed to remain outstanding and held in the Trust for purposes of all
calculations hereunder, including, without limitation, the application of collections, and shall be reduced only by collections
net of expenses. For purposes of all calculations hereunder, so long as the Mortgage Loan shall be deemed to remain outstanding,
(i) it shall be assumed that the unpaid principal balance of the Mortgage Loan immediately after any discharge is equal to the
unpaid principal balance of the Mortgage Loan immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied
as provided in Section 1.3(b).


 


(h)           The
Special Servicer shall notify the Servicer if the Property (including any Foreclosed Property) is abandoned or foreclosed and requires
reporting to the IRS and shall provide the Servicer with all information regarding forgiveness of indebtedness and required to
be reported with respect to any item in the Trust Fund which is abandoned or foreclosed and the Servicer shall report to the IRS
and the Borrower, in the manner required by applicable law, such information and the Servicer shall report, via Form 1099A and
1099C, all forgiveness of indebtedness and foreclosure and abandonments to the extent such information has been provided to the
Servicer by the Special Servicer. The Special Servicer shall deliver to the Servicer its standard Form 1099 Template Workbook (as
defined in the CREFC 1099 Best Practices publication) for all such items in the Trust Fund on or before January 20 of each calendar
year or, if such date is not a Business Day, on the preceding Business Day. Upon request, the Servicer shall deliver a copy of
any such report to the Trustee and the Certificate Administrator.


 


3.13         Certificate
Administrator to Cooperate; Release of Items in Mortgage Loan File. From time to time and as appropriate for the servicing
of the Mortgage Loan or foreclosure of or realization on the Property, the Certificate Administrator shall, upon request of the
Servicer or the Special Servicer and delivery to the Certificate Administrator of a request for release in the form of Exhibit
B hereto, release or cause its Custodian to release any items from the Mortgage Loan File to the Servicer or the Special Servicer,
as the case may be, within the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related
request for release, and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of
any such proceedings. Such receipt for release shall obligate the Servicer or the Special Servicer to (and the Servicer or the
Special Servicer, as applicable, shall) return such items to the Certificate Administrator (or a Custodian on its behalf) when
the need therefor by the Servicer or the Special Servicer no longer exists. The Certificate Administrator shall not have any responsibility
or duty with respect to any item in the Mortgage Loan File while not in its (or its Custodian’s) physical possession (provided
that the Mortgage Loan File was properly released in accordance with this Agreement), it being understood and agreed that
possession by the Certificate Administrator of any Collateral Security Documents shall not be imputed to the Certificate Administrator
at any time such Collateral Security Documents have been properly released pursuant to the terms hereof.


 






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3.14         Title
and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust
Interest Owners and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate
of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD
Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special
Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10.
Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer
(the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance
or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special
Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions
with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer
related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any
Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in
any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject
to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan
Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and
the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject
to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property
Account or the Collection Account pursuant to Section 3.4(c)(vi).


 


(b)           The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property
separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property
a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability
company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section
3.6.


 


(c)           The
Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific
requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any
Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the
Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for
such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause,
in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure
property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing
Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any
income from non-permitted assets as described in Code Section 860F(a)(2)(B).


 


The Special Servicer
shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues
received with respect to a


 






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Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary
for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation
and protection of such Foreclosed Property, including, but not limited to:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent
Contractor performing services for it related to its duties and obligations hereunder for indemnification of the


 






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Special Servicer
by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO
Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the
obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer
in connection herewith shall qualify as Property Protection Advances.


 


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


 


3.15         Sale
of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired
by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest
Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of
sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special
Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10.
The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted
Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the
Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing
Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this
Section 3.15.


 


(b)           [Reserved.]


 


(c)           Subject
to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special
Servicer shall accept the highest cash offer for Foreclosed Property received from any person. However, in no event may such offer
be less than an amount at least equal to the portion of the Repurchase Price attributable to such Foreclosed Property. In the absence
of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines
is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or
any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained
at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested
Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate


 






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or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties
similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose
of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further,
that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions
of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance,
subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances,
and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent
rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer
shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing
Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders
(as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders 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 accordance with
Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Trust Interest Owners and the
Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and Companion Loan Holders constituted a single
lender).


 


(d)           Subject
to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the
Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed
Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be
without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Trust Interest Owners or the Companion Loan Holders (except that any contract of sale and assignment and conveyance
documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan
Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner
or Companion Loan Holders with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.


 


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


 


(f)           Within
30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC®
Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer)
to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one
or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this
Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired
in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii)
the


 






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gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance
of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion
Loan Holders, the Trustee or the Certificate Administrator may reasonably request.


 


(g)          The
Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section
6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P
of the Code.


 


3.16         Sale
of the Mortgage Loan.


 


(a)           (i)
Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order
(but shall not be required to be received within that 60-day period) an Appraisal for the Property then securing the Mortgage Loan.
The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan
Holders, any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event,
and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event
no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special
Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the
related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence,
subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor
agreement, if any, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate
thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing
Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be
in the best economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion
Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan Holders,
the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5
Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to
accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at
least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer
may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16
will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator
shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a
copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan, subject to this Section 3.16
and any additional requirements set forth in the Co-Lender Agreement.


 


(ii)       In
the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price),
and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from


 






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any Person
that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than
the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or
more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Consenting Party, a Risk Retention
Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer,
a holder of any related mezzanine loan (except to the extent described below), any Other Depositor, the master servicer, the special
servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any
Companion Loan Holder or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee
(based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be
paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the
highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon
all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash
offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable
costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject
to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then
from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase the Mortgage Loan.


 


(iii)        The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted
Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion
Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). In
addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that
the acceptance of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective
whole as if such Trust Interest Owners and the Companion Loan Holders 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), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the
Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage
Loan prior to the latest Rated Final Distribution Date.


 






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


 


(v)         Any
sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party
and any applicable Consulting Party set forth in Section 9.3.


 


(b)           The
right of the Special Servicer to purchase or sell the Trust Loan after the occurrence of a Special Servicing Loan Event shall terminate,
and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has
not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect)
if (1) the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has
ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting
the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted
pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor
agreement.


 


(c)           Any
sale of the Mortgage Loan shall be for cash only.


 


(d)           Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without
the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling
Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either
such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or
an affiliate of the Borrower.


 


3.17         Servicing
Compensation. (a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion
Loans and any REO Mortgage Loan payable monthly from the Collection Account or otherwise in accordance with and subject to Section
3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent remaining after application
pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and
the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer;
(ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses
of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system
or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs
to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer
hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer
Customary


 






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Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall
also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose,
any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued
prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), Default
Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)),
assumption fees, assumption application fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, defeasance
fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and
allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement;
provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required,
the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application
fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not
be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default
thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has
been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid and
all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees,
Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to retain as additional
compensation any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in
the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and any Reserve Accounts (to the
extent not payable to the Borrower) to the extent provided for in this Agreement.


 


KeyBank National Association
and any successor holder of the Excess Servicing Fee Right shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Right 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 prospective transferor shall have delivered to the Depositor a certificate substantially in
the form attached as Exhibit T-1 to this Agreement, and (iii) the prospective transferee shall have delivered to KeyBank
National Association and the Depositor a certificate substantially in the form attached as Exhibit T-2 to this Agreement.
None of the Depositor, the Trustee, the Certificate Administrator or the Certificate Registrar is obligated to register or qualify
the 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 the Excess Servicing Fee Right without registration
or qualification. KeyBank National Association and each holder of the Excess Servicing Fee Right desiring to effect a transfer,
sale, pledge or other assignment of the Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each
such holder of the Excess Servicing Fee Right by its acceptance of the Excess Servicing Fee Right shall be deemed to have agreed,
in


 






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connection with any transfer of the Excess Servicing Fee Right effected by such Person, to indemnify the Trust Interest Owners,
the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Servicer, 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 the 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 the 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 the Excess Servicing Fee Right
or any Trust Interest pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of the
Excess Servicing Fee Right, the Person then acting as the Servicer shall pay, out of each amount paid to such Servicer as Servicing
Fees with respect to the Mortgage Loan (including as an REO Mortgage Loan), the Excess Servicing Fees to the holder of the Excess
Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Servicer, in each case in accordance
with payment instructions provided by such holder in writing to the Servicer. The holder of the 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 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.


 


If a Special Servicing
Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to
the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for
all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the
expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special
Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead
expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s
accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder
including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection
with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful
misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan
Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated
by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest
(other than Default Interest) made on the Mortgage Loan following such written agreement for so long as another Special Servicing
Loan Event does not occur.


 


If the Special Servicer
is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced
Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain
the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on
the Mortgage Loan following such written agreement (negotiated


 






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by such Special Servicer prior to its termination or resignation)
for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with
respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases
the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases
its Loan Seller Percentage Interest in the Trust Loan or makes a Loss of Value Payment pursuant to the related Trust Loan Purchase
Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below.


 


In addition, the Special
Servicer shall be entitled to receive a Liquidation Fee with respect to the Liquidated Property or the liquidation of the Mortgage
Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial
foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or
any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds,
except that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v)
of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the
related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds.


 


Each of the foregoing
fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a).


 


During the continuance
of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation,
to the extent actually paid by the Borrower for such purpose, any late payment fees (to the extent remaining after application
pursuant to Section 3.17(b)), Default Interest accrued upon and after such Special Servicing Loan Event (to the extent remaining
after application pursuant to and Section 3.17(b)), assumption fees, assumption application fees, Consent Fees, release
fees, Modification Fees, loan service transaction fees, amounts for checks returned for insufficient funds which checks were deposited
in the Foreclosed Property Account and similar fees and expenses to the extent, with respect to any such amounts, collected (to
the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage
Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment
of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s
consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the
Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), release
fees, Modification Fees and Consent Fees.


 


Notwithstanding anything
herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled
to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation
Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected
or earned by the Special Servicer within the prior 24 months (determined as of the closing date of the work-out or liquidation
as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification,


 






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restructure, extension,
waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a
Work-out Fee or Liquidation Fee.


 


If the Special Servicer
is terminated without cause, and it commenced the process of liquidation of the Property or any Foreclosed Property or the liquidation
of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer
will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or the Property or Foreclosed
Property that was being administered by the Special Servicer at the time of such termination. The terminated Special Servicer and
the successor Special Servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions
in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer
cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of
months the terminated Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing
on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or the Property
or Foreclosed Property.


 


For the avoidance of
doubt, with respect to any of the foregoing fees that is required to be shared between the Servicer and the Special Servicer pursuant
to the terms of this Agreement, the Servicer and the Special Servicer shall each have the right in their sole discretion, but not
any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent
of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge
the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right
to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective
portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer
decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to
which the Special Servicer would have been entitled if the Servicer had charged a fee and the Servicer shall not be entitled to
any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to the Mortgage Loan
so long as it is not a Specially Serviced Mortgage Loan 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 Borrower with respect to the Specially Serviced Mortgage
Loan


 


The Servicer and the
Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrower the amount of any
fees and other expenses payable by the Borrower under the Mortgage Loan Documents, including, without limitation, Borrower Reimbursable
Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in accordance
with Accepted Servicing Practices.


 


Notwithstanding any other
provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for
an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of
such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust by the Borrower Related Parties
(to the extent the Borrower Related Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower
Related Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense


 






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would qualify as
an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)
or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary
Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described
herein as an expense of the Trust or as an Advance.


 


Except as otherwise expressly
provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of
the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or
the Servicer’s rights to other servicing compensation provided for herein shall be made, and any such attempted transfer,
sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer,
as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


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, the
Borrower, the Property Managers, the Borrower Sponsors in respect of the Trust Loan or the Companion Loans and any purchaser of
the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the
Mortgage Loan, the management or disposition of any Foreclosed Property or the performance of any other special servicing duties
under this Agreement, other than as expressly provided in this Section 3.17; provided that such prohibition will not apply
to the Permitted Special Servicer/Affiliate Fees.


 


(b)           In
determining the compensation of the Servicer or the Special Servicer, as applicable, with respect to Default Interest and late
payment charges, on any Distribution Date, the aggregate Default Interest and late payment charges actually collected on the Mortgage
Loan during the related Collection Period shall be applied (in such order) to reimburse (i) the Servicer and the Trustee for all
Advances (other than Nonrecoverable Advances) made by each and not previously reimbursed from late payments received during the
applicable period on the Mortgage Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds (to the extent not needed
for the repair or restoration of the Property) and other collections on the Mortgage Loan, (ii) the Servicer and the Trustee for
unpaid interest on such Advances at the Advance Interest Rate, and the applicable Other Securitization Trust for any interest on
Companion Loan Advances in accordance with the applicable Other Pooling and Servicing Agreement, and (iii) the Trust for all Trust
Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees). Default Interest and late payment charges
remaining after such reimbursements shall be distributed to the Servicer, if and to the extent accrued on the Mortgage Loan for
so long as no Special Servicing Loan Event is continuing, and to the Special Servicer, if and to the extent accrued on the Mortgage
Loan during a Special Servicing Loan Event. Any Default Interest or late payment charges paid or payable as Additional Servicing
Compensation to the Servicer and the Special Servicer shall be distributed between the Servicer and the Special Servicer, on a
pro rata basis, based on the Servicer’s and the Special Servicer’s respective entitlements to such compensation
described in the previous sentence.


 






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3.18         Reports
to the Certificate Administrator; Account Statements. (a) The Servicer shall prepare, or cause to be prepared, and deliver
to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator, consistent with
Accepted Servicing Practices, not later than (i) 5:00 p.m. (New York time) two (2) Business Days prior to each Distribution Date,
the CREFC® Loan Periodic Update File and (ii) 2:00 p.m. (New York time) on the Remittance Date, the remaining CREFC®
Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC®
Special Servicer Loan File, the CREFC® Special Servicer Property File, the CREFC® Operating
Statement Analysis Report and the CREFC® NOI Adjustment Worksheet). In connection with the preparation of its CREFC®
Reports, the Servicer shall provide the Certificate Administrator with the CREFC® Licensing Fee Rate and
the amount of CREFC® Licensing Fee paid to CREFC® for the related Distribution Date for inclusion
in the Distribution Date Statement.


 


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be prepared by the Servicer (with
respect to a Performing Mortgage Loan) or the Special Servicer (with respect to a Specially Serviced Mortgage Loan and any Foreclosed
Property) and provided or made available by the Special Servicer to the Servicer (in the case of any CREFC® Operating
Statement Analysis Report and the CREFC® NOI Adjustment Worksheet relating to a Specially Serviced Mortgage Loan
or any Foreclosed Property) and made available to the Certificate Administrator by the Servicer (to the extent prepared by and
received from the Special Servicer in the case of any CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet relating to the Specially Serviced Mortgage Loan or any Foreclosed Property) on the Servicer’s Internet
website (www.keybank.com/key2cre), on a quarterly and annual basis (commencing with the quarter ending March 31, 2020 and year
ending December 31, 2020, each within 60 days after receipt by the Servicer or the Special Servicer, as applicable), within 60
days after receipt by the Servicer or the Special Servicer, as applicable, of the financial statements, operating statements, rent
rolls, or other information required to prepare (or, if previously prepared, update) the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheet, but shall not be deemed to have been received by the Certificate
Administrator until such time as it is actually received; provided, however, that, with respect to each CREFC®
Operating Statement Analysis Report only, any analysis or report with respect to the first calendar quarter of each year shall
not be required to the extent provided in the then current applicable CREFC® guidelines.


 


The Servicer shall furnish
to the Certificate Administrator in electronic format the CREFC® Reports produced by it pursuant to this Agreement
not later than the time period specified in this Section 3.18(a), and the Certificate Administrator shall, in turn, deliver
such CREFC® Reports to the 17g-5 Information Provider (who shall promptly post the same to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)).


 


(b)       The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the
Borrower Related Parties pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special
Servicer, Loan Sellers or Depositor pursuant to this Agreement. None of the Servicer, the Special Servicer, the Trustee or the
Certificate Administrator shall be responsible for the completeness or accuracy of the information provided by any other Person
(except that the Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors).


 






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(c)       The
Servicer shall provide to the Certificate Administrator (or, if a Specially Serviced Loan is involved, the Special Servicer shall
provide to the Servicer who shall in turn provide, to the extent received from the Special Servicer, the same to the Certificate
Administrator) (and the Servicer shall make available through the Servicer’s Website in accordance with Section 8.14(c))
electronic copies of any and all financial information (including, without limitation, rent rolls, financial statements, financial
reports, operating statements, balance sheets, statements of cash flow, profit and loss statements and operating budgets) and other
periodic Property reports it receives from the Borrower pursuant to the Mortgage Loan Agreement, in each case in a format reasonably
acceptable to the recipient and provider of the information and within a reasonable period of time after so received and only to
the extent so received.


 


(d)       The
Servicer or Special Servicer, as applicable, shall deliver to each Companion Loan Holder all reports and other information that
it is delivering to the Certificate Administrator pursuant to this Section 3.18, with each such delivery to be made concurrently
with the corresponding delivery to the Certificate Administrator (but, in the case of the CREFC® Reports referenced
in the first paragraph of Section 3.18(a), no later than the Remittance Date for the applicable Companion Loan).


 


(e)       With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator,
without charge and within two (2) Business Days following the related Determination 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.


 


3.19         Annual
Statement as to Compliance. On or before April 15 of each year, commencing in 2020, the Servicer and the Special Servicer,
each at its own expense, shall furnish (and each such party shall with respect to each Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loan, cause such Servicing Function Participant to furnish)
to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to
Section 8.14(b)), the Depositor and Certificate Administrator (who shall post it to the Certificate Administrator’s
Website pursuant to Section 8.14(b)) (in each case in an electronic format reasonably acceptable to such person) a report
on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best of such
Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of
and for the period ending the end of the most recent fiscal year, including, if there has been any material instance of noncompliance
with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement
that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued
an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of
and for such period. Copies of all compliance reports delivered pursuant to this Section 3.19 shall be made available to
any Non-Restricted Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s
Website pursuant to Section 8.14(b). For the avoidance of doubt,


 






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neither the Trustee nor the Certificate Administrator
shall have any obligation or duty to determine whether any such report on assessment of compliance is in form and substance in
compliance with the requirements of Regulation AB.


 


No later than 30 days
after the end of each fiscal year for the Trust, the Servicer and the Special Servicer shall notify the Certificate Administrator
and the Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice shall
specify what specific Servicing Criteria shall be addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer and the Special Servicer submit their assessments to the Certificate Administrator, such
parties, as applicable, shall also at such time include the assessment (and related attestation pursuant to Section 3.20)
of each Servicing Function Participant engaged by it.


 


In the event the Servicer
or the Special Servicer is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such
party shall cause any Servicing Function Participant engaged by it to provide (and the Servicer and the Special Servicer shall,
with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause
such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this Section 3.19, coupled
with an attestation as required in Section 3.20 in respect to the period of time that the Servicer or the Special Servicer
was subject to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing
agreement.


 


On or before April 15
of each year, commencing in 2020, each of the Servicer and the Special Servicer, each at its own expense, shall furnish (and each
party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loan (to the extent the same would have been required by Item 1108(a)(2)(i)-(iii) of Regulation AB if the Trust
and the securitization transaction contemplated by this Agreement were required to comply with Regulation AB), cause such Servicing
Function Participant to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b)), the Certificate Administrator (who shall post it to the Certificate Administrator’s
Website pursuant to Section 8.14(b)) and the Depositor (in electronic format reasonably acceptable to each such Person),
an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the
preceding calendar year or portion thereof and of such Person’s performance under this Agreement, or the applicable sub-servicing
agreement, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on
such review, such Person has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement, in
all material respects throughout such calendar year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. The obligations
of each Person under this Section apply to each such Person that serviced the Mortgage Loan during the applicable period, whether
or not the Person is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of
all Officer’s Certificates delivered pursuant to this Section 3.19 shall be made available to any Non-Restricted Privileged
Person by the Certificate Administrator posting such Compliance Report to the Certificate Administrator’s Website pursuant
to Section 8.14(b). For the avoidance of doubt, neither the Trustee nor the Certificate Administrator


 






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shall have any obligation
or duty to determine whether any such report on assessment of compliance is in form and substance in compliance with the requirements
of Regulation AB.


 


3.20         Annual
Independent Public Accountants’ Servicing Report. On or before April 15 of each year, commencing in 2020, the Servicer
and the Special Servicer, each at its own expense, shall cause (and the Servicer and the Special Servicer shall, with respect
to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan,
cause them to cause) a registered public accounting firm (which may also render other services to the Servicer, the Special Servicer
or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Depositor, the Trustee, the Certificate Administrator (who shall post it to the
Certificate Administrator’s Website pursuant to Section 8.14(b)) and the 17g-5 Information Provider (who shall post
it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) (in electronic format reasonably acceptable
to each such Person), to the effect that (i) it has obtained a representation regarding certain matters from the management of
such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing
Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s
assessment of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall
opinion regarding such party’s assessment of compliance with the Applicable Servicing Criteria. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such
an opinion. Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report shall be available for general use and not contain restricted
use language. Copies of all statements delivered pursuant to this Section 3.20 shall be made available to any Non-Restricted
Privileged Person by the Certificate Administrator posting such statement to the Certificate Administrator’s Website pursuant
to Section 8.14(b).


 


3.21         Access
to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


(a)           The
Certificate Administrator shall make or cause to be made available at its applicable Corporate Trust Office, or at the office of
a Custodian, upon reasonable advance notice and during normal business hours, for review by Non-Restricted Privileged Persons (or,
solely in the case of the Distribution Date Statement, all Privileged Persons), originals or copies of, among other things, the
following items, to the extent provided to and in the possession of the Certificate Administrator or the Trustee (or a Custodian
on its behalf), as applicable (except to the extent not permitted by applicable law or under any of the Mortgage Loan Documents),
(i) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator after the Closing Date, the Trust Loan
Purchase Agreements and any amendments and exhibits thereto, (ii) all Distribution Date Statements prepared by, and all CREFC®
Reports prepared by or delivered to, the Certificate Administrator, as applicable, (iii) all annual officers’ certificates
and accountant’s reports required to be delivered by the Borrower to the Servicer and by the Servicer to the Special Servicer,
the Trustee and the Certificate Administrator since the Closing Date regarding compliance with the relevant agreements, (iv) the
most recent property inspection report


 






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prepared by or on behalf of the Servicer or Special Servicer, as applicable, in respect
of the Property, (v) the most recent operating statements, if any, collected by or on behalf of the Servicer with respect to the
Property, (vi) the Mortgage Loan Documents and any and all modifications, waivers or amendments of the terms of any of the Mortgage
Loan Documents entered into by the Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator
(or a Custodian on its behalf), (vii) any and all Officer’s Certificates and other evidence delivered to the Trustee and
the Certificate Administrator to support the determination of the Servicer, the Special Servicer or the Trustee, as applicable,
that any Advance was, or if made would be, a Nonrecoverable Advance, (viii) the reports to be furnished by the Borrower, (ix) any
and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the environmental
testing revealed environmental issues, (x) the summary of any Final Asset Status Report delivered to the Certificate Administrator,
(xi) the annual, quarterly and monthly operating statements, if any collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, (xii) notices of all Servicer or Special Servicer
terminations or resignations (and appointments of successors to the Servicer or the Special Servicer), and (xiii) the Offering
Circular. Copies of any and all of the foregoing items shall be available (i) on the Certificate Administrator’s Website
or (ii) to the extent not available at the Certificate Administrator’s Website or otherwise made available electronically,
at the Corporate Trust Office of the Certificate Administrator or at the offices of the Custodian, as applicable, upon written
request; provided, however, the Certificate Administrator or the Custodian, as applicable, shall be permitted to
require payment of a sum sufficient to cover reasonable costs and expenses of providing such copies.


 


(b)           Certain
information concerning the Mortgage Loan and the Certificates (such as the Distribution Date Statements and the CREFC®
Reports) shall be provided by the Certificate Administrator to third parties (including, but not limited to, Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., CMBS.com, Inc., Markit Group Limited and BlackRock Financial Management, Inc.) with the consent of
the Depositor and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator.
The Depositor hereby consents to such provision of information by the Certificate Administrator.


 


(c)           Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in a format acceptable to the 17g-5 Information Provider in accordance with Section
8.14(b). In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which
Rating Agency requested such additional information.


 


3.22         Inspections.
The Servicer shall inspect or cause to be inspected the Property not less frequently than once each year commencing in 2021, so
long as a Special Servicing Loan Event is not then continuing. The Special Servicer shall inspect or cause to be inspected the
Property as soon as practicable following the occurrence of a Special Servicing Loan Event and annually for so long as a Special
Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect, or cause to be
inspected, the Property whenever it receives information that the Property has been materially damaged, left vacant, or abandoned,
or if waste is being committed thereto. All such inspections shall be performed in such manner as


 






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shall be consistent with Accepted
Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph performed by
the Servicer shall be an expense of the Servicer. The cost of all additional inspections performed by the Servicer and all inspections,
including any annual inspection, performed by the Special Servicer, shall be paid by the Servicer as a Property Protection Advance
or an Administrative Advance unless it would constitute a Nonrecoverable Advance (and, in such case, as an expense of the Trust).
The Servicer or the Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the Certificate
Administrator in electronic format reasonably acceptable to the Certificate Administrator and to the Companion Loan Holders in
electronic format reasonably acceptable to the Companion Loan Holders. The Certificate Administrator shall post such report on
the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


3.23         Advances.
(a) In the event that all or any portion of a Monthly Interest Payment (or an Assumed Monthly Interest Payment, as applicable)
representing interest due or deemed due on the Trust Loan (including, without limitation, all or any portion thereof that constitutes
an REO Trust Loan) during any calendar month has not been received by the close of business on the Determination Date in such
calendar month, then the Servicer, subject to its determination that such amounts (together with interest thereon at the Advance
Interest Rate compounded annually) are not Nonrecoverable Advances (and the Special Servicer has not determined that such Advance
would be a Nonrecoverable Advance), shall on the Remittance Date in such calendar month make an advance for remittance to the
Certificate Administrator for deposit into the Distribution Account, in an amount equal to all or such portion of such Monthly
Interest Payment (or Assumed Monthly Interest Payment, as applicable) (in each case other than the principal portion of the Balloon
Payment and net of the Servicing Fee which shall not be paid to the Servicer until funds are available in the Collection Account
for payment of such fee) due or deemed due on the Trust Loan that was delinquent as of the close of business on the Determination
Date in such calendar month; provided, that neither the Servicer nor any other party shall be entitled to interest
accrued on the amount of any Monthly Interest Payment Advance with respect to the Trust Loan if the related Monthly Interest Payment
(or, if applicable, the Assumed Monthly Interest Payment) in respect of the Trust Loan is received by the Servicer or the Certificate
Administrator, as applicable, by 2:00 p.m. (New York time) on the Remittance Date on which the Monthly Interest Payment Advance
is to be made. The Servicer shall advance in respect of each Payment Date (or Assumed Payment Date) following a delinquency in
the payment of the Balloon Payment of the Trust Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable
conversion) of the Trust Loan not later than the related Remittance Date, to the Certificate Administrator for deposit in the
Distribution Account, the amount of any Assumed Monthly Interest Payment deemed due with respect to the Trust Loan on such Payment
Date (or Assumed Payment Date) (excluding the principal portion of the Balloon Payment and Default Interest). For the avoidance
of doubt, in the event that the amount of interest on the Trust Loan is reduced as a result of any modification to the Trust Loan,
any Monthly Interest Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required
as a result of such reduction. The Servicer shall maintain a record of each Monthly Interest Payment Advance it has made pursuant
to this Section 3.23(a) on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC®
Reports in order to permit allocation thereof pursuant to Section 3.4 and Section 3.5. In the event that the
Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including
any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Interest Payment Advance) to the


 






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Certificate
Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator
interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the
Distribution Date or, if earlier, the actual remittance date. The Servicer shall have no obligation to make any Monthly Interest
Payment Advance for any Companion Loan.


 


At any time that an Appraisal
Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments
of interest on the Trust Loan shall be reduced by multiplying such amount to be advanced by a fraction, the numerator of which
is the then outstanding principal balance of the Trust Loan minus the portion of the Appraisal Reduction Amount allocable to the
Trust Loan, and the denominator of which is the then outstanding principal balance of the Trust Loan.


 


The Certificate Administrator
shall notify the Servicer and the Trustee by telephone and electronically if as of 3:00 p.m., New York City time, on the Remittance
Date, if the Certificate Administrator has not received the amount of a Monthly Interest Payment Advance required pursuant to this
Section 3.23(a). In addition, the Certificate Administrator shall notify the Trustee by telephone and electronically if
as of 11:00 a.m., New York City time, on any Distribution Date if the Servicer has not made the Monthly Interest Payment Advance
required to have been made on the related Remittance Date pursuant to this Section 3.23(a).


 


Notwithstanding the foregoing
provisions of this Section 3.23(a) or any other contrary provisions of this Agreement, any portion of a Monthly Interest
Payment Advance intended to cover the CREFC® Licensing Fee shall be advanced directly to CREFC® on
the applicable Remittance Date.


 


If the Servicer and the
Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not
required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices
and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds
to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.


 


(b)       Subject
to Section 3.23(e), the Servicer shall advance, regarding the Mortgage Loan for the benefit of the Trust Interest Owners
and the Companion Loan Holders, to the extent it determines that such amount is recoverable (and the Special Servicer has not determined
that such Advance would be a Nonrecoverable Advance), all customary and reasonable out-of-pocket costs and expenses incurred by
the Servicer or the Special Servicer in the performance of its servicing obligations, including, but not limited, to the costs
and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property which, in
the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate
or material loss to the Trust’s and the Companion Loan Holders’ interest in the Property, (ii) the payment of (A) real
estate taxes, assessments, and governmental charges that may be levied or assessed against any Borrower Related Party or any of
its affiliates or the Property or revenues therefrom or which become liens on the Property, (B) ground lease rents and other amounts
required to be paid under ground leases, (C) Insurance Premiums and (D) the out-of-pocket costs and expenses of the Servicer or
the Special Servicer, as


 






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applicable (including, without limitation, reasonable attorneys’ fees and expenses) to the extent
not paid by or on behalf of the Borrower that are incurred in connection with certain Borrower requests pursuant to the Mortgage
Loan Agreement, including regarding assumption of the Mortgage Loan or a release of the Property from the lien of the Mortgage,
(iii) any enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable
attorneys’ fees and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering
consultants, (iv) the out-of-pocket costs and expenses of the Special Servicer with respect to annual inspections of the Property
and (v) the management, operation and liquidation of the Property if the Property is acquired by the Special Servicer or its affiliate
in the name of the Trustee (collectively, “Property Protection Advances”). In addition, subject to Section
3.23(e), the Servicer shall make certain administrative advances (collectively, “Administrative Advances”)
with respect to the Trust Loan for the benefit of the Trust Interest Owners, to the extent that (i) the Servicer determines that
such advances are recoverable from collections on the Trust Loan (provided that the Special Servicer has not determined that such
Advance would be a Nonrecoverable Advance), (ii) the items for which such advances are made would not otherwise be advanced by
the Servicer as a Property Protection Advance pursuant to this Section 3.23(b), and (iii) the items for which such advances
are to be made constitute unpaid Borrower Reimbursable Trust Fund Expenses (other than indemnification payments). For the avoidance
of doubt, notwithstanding any other provision herein, the Servicer shall not be obligated to make any Administrative Advance or
Property Protection Advance that it determines (and shall not be permitted to make any Administrative Advance or Property Protection
Advance that the Special Servicer determines), together with interest thereon at the Advance Interest Rate compounded annually,
would constitute a Nonrecoverable Advance if made. During the continuation of a Special Servicing Loan Event, the Special Servicer
shall give the Servicer and the Trustee not less than five (5) Business Days’ written notice before the date on which the
Servicer is requested to make any Property Protection Advance or Administrative Advance with respect to the Mortgage Loan, the
Trust Loan or any Foreclosed Property, as applicable; provided, however, that only three (3) Business Days’
written notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis
(which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition,
the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request
to enable the Servicer to determine whether a requested Property Protection Advance or Administrative Advance, as the case may
be, would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Advance. The Servicer shall notify the Trustee in writing promptly upon, and in any event
within one Business Day after, becoming aware that it will be unable to make any Property Protection Advance or Administrative
Advance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount
of such Advance, the Person to whom it will be paid, and the circumstances and purpose of such Advance, and shall set forth therein
information and instructions for the payment of such Advance. If the Servicer and the Trustee do not make a Property Protection
Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the
Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such
amounts, the


 






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Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance
or to perform the action requiring such Property Protection Advance.


 


(c)       To
the extent the Servicer fails to make an Advance that it is required to make under this Agreement and upon knowledge of a Responsible
Officer of the Trustee, the Trustee shall be required to make such Advance pursuant to Section 7.6. It is understood that
the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to
the limitations set forth in this Agreement, and shall continue to apply after any modification or amendment of the Mortgage Loan
pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment default shall have occurred
on such date and through any court appointed stay period or similar payment delay resulting from any insolvency of any Borrower
Related Party or related bankruptcy, notwithstanding any other provision of this Agreement, other than the requirement of recoverability,
and shall continue, subject to the requirement of recoverability, until the earlier of (i) the payment in full of all the Mortgage
Loan and (ii) the date on which the Property becomes liquidated.


 


(d)       Subject
to the proviso to the first sentence of Section 3.23(a), interest on each Advance made by the Servicer or the Trustee shall
accrue for each day that such Advance is outstanding at a rate of interest equal to the Advance Interest Rate for each such day
(or the most recent day on which the Advance Interest Rate was reported, if not reported on such day) on the basis of a year of
360-days and the actual number of days elapsed in a month. Interest on the Advances, if unreimbursed, shall compound annually.


 


(e)       Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only to
the extent that the Servicer (in accordance with Accepted Servicing Practices) or the Trustee (based on reasonable business judgment)
has determined that such Advance, together with interest thereon at the Advance Interest Rate compounded annually, would not constitute
a Nonrecoverable Advance if made (and the Special Servicer has not determined (in accordance with Accepted Servicing Practices)
that such an Advance would be a Nonrecoverable Advance if made), and each of the Servicer and the Trustee may conclusively rely
on any determination by the Special Servicer (which determination shall be made by the Special Servicer in accordance with Accepted
Servicing Practices) that any proposed Advance would, if made, be a Nonrecoverable Advance. In making such non-recoverability determination,
the Servicer or the Special Servicer (in accordance with Accepted Servicing Practices) or the Trustee (based on reasonable business
judgment), as applicable, shall be entitled to consider (among other things) the obligations of the Borrower under the terms of
the Mortgage Loan as it may have been modified, to consider (among other things) the Property in its “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 the Property, to estimate and consider (among other things) future expenses and to estimate and
consider (among other things) the timing of recoveries. The Trustee and the Servicer, in that order, shall be entitled to reimbursement
for any such Advances from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c).
If the context requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not
specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate, compounded annually, through
the date of payment or reimbursement. If the Servicer and the Trustee do not make a Property Protection Advance because it would
be a Nonrecoverable


 






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Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust
Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer
shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring
such Property Protection Advance.


 


(f)       The
determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or by the Servicer, the
Special Servicer or the Trustee, as applicable, that any proposed Advance, if made, would constitute a Nonrecoverable Advance,
shall be evidenced by the delivery of an Officer’s Certificate to the Companion Loan Holders, the Certificate Administrator,
the Servicer (if such determination is made by the Special Servicer or the Trustee, as applicable), the Trustee (if such determination
is made by the Servicer or the Special Servicer, as applicable) in electronic format, and any applicable Consenting Party and Consulting
Party, detailing the reasons for such determination with supporting documents attached. Such Officer’s Certificate shall
be made available to any Non-Restricted Privileged Person by the Certificate Administrator or the 17g-5 Information Provider by
posting such Officer’s Certificate to the Certificate Administrator’s Website or to the 17g-5 Information Provider’s
Website, as applicable, pursuant to Section 8.14(b). The costs of any appraisals, reports or surveys and other information
requested by the Servicer, the Special Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated
as an expense of the Trust, payable from the Collection Account pursuant to Section 3.4(c), and shall constitute a Property
Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee from its funds. The Servicer’s
and the Special Servicer’s reasonable determination of nonrecoverability in accordance with the above provisions shall be
conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining
whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable business judgment.
If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the
Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted
Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds
from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.


 


(g)       The
Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion Loan,
(ii) the Balloon Payment with respect to the Trust Loan or any Companion Loan (but are obligated to advance the related Assumed
Monthly Interest Payment in accordance with the terms of this Agreement), (iii) any Default Interest, (iv) amounts required to
cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of the Property
to comply with any applicable law, including any Environmental Law, or (except in connection with the foreclosure or other acquisition
of the Property in accordance with Section 3.12 upon the occurrence of a Mortgage Loan Event of Default) to investigate,
test, monitor, contain, clean up, or remedy an environmental condition present at the Property, (v) any losses arising with respect
to defects in the title to the Property, (vi) any costs of capital improvements to the Property other than those necessary to prevent
an immediate or material loss to the Trust’s interest in the Property, (vii) Prepayment Fees, (viii) subordinated obligations,
including any related mezzanine loans, or


 






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(ix) any cure payments. The Servicer shall have no obligation to make any Administrative
Advances with respect to any Companion Loan.


 


3.24         Modifications
of Mortgage Loan Documents; Due on Sale; Due on Encumbrance. (a) The Servicer (if no Special Servicing Loan Event has
occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) each in accordance with Section
9.3 and this Section 3.24, may, subject to (1) the rights of any applicable Consenting Party and any applicable Consulting
Party, (2) the rights of any Companion Loan Holders under the Co-Lender Agreement and (3) the rights of any related mezzanine
lender under a related intercreditor agreement, modify, waive or amend any term of the Mortgage Loan if such modification, waiver
or amendment (i) is consistent with Accepted Servicing Practices and (ii) does not either (A) cause either the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (B) constitute a “significant modification”
of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable,
may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Neither the Servicer nor
the Special Servicer shall enter into, or structure (including, without limitation, by way of the application of credits, discounts,
forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with respect to the Mortgage Loan
in a manner that would be inconsistent with the allocation and payment priorities set forth in Section 1.3(a) hereof or
in the Co-Lender Agreement. Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer
permit an extension of the Maturity Date beyond the date that is the earlier of (x) seven years prior to the Rated Final Distribution
Date and (y) twenty (20) years prior to the end of the current term of any ground lease, plus any options to extend the ground
lease exercisable unilaterally by the Borrower. With respect to any action as to which the Special Servicer’s consent is
required under this Agreement (including any Major Decision), the Servicer shall obtain the consent of the Special Servicer who,
in turn, shall obtain the consent of any applicable Consenting Party prior to granting its approval to the Servicer to take such
action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Loan
Event has occurred and is continuing).


 


(b)       All
modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with
Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify each other,
the Depositor, the Trustee, the Certificate Administrator, any applicable Consenting Party, any applicable Consulting Party, the
Companion Loan Holders and the Controlling Class Representative, in writing, of any modification, waiver or amendment of any term
of the Mortgage Loan and the date thereof, and shall deliver to the Certificate Administrator or a Custodian on its behalf (with
a copy to the Companion Loan Holders) an original recorded counterpart of the agreement relating to such modification, waiver or
amendment within 10 Business Days following the execution and recordation thereof with a copy of such documentation to the Servicer
or the Special Servicer, as applicable. In the event the Servicer or the Special Servicer, or a court of competent jurisdiction
in connection with a work-out or proposed work-out of the Mortgage Loan, modifies the interest rate applicable to the Mortgage
Loan, the adverse aggregate economic effect of the modification shall be applied to the Non-Retained Certificates (collectively),
on the one hand, and the Combined VRR Interest, on the other hand, on a pro rata and pari passu basis, and (i) in the case of effects
applied to the Non-Retained Certificates, such effects to be borne by the respective Classes thereof, in reverse order of seniority,
and (ii) in the case of effects applied to


 






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the Combined VRR Interest, such effects to be allocated to the Class VRR Certificates
and the Uncertificated VRR Interest, pro rata, based on the Certificate Balance of the Class VRR Certificates and the Uncertificated
VRR Interest Balance, respectively.


 


(c)       Any
modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to the Mortgage Loan Documents,
or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Mortgage
Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of
such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower Related Parties’ expense
in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrower Related
Parties do not pay, at the expense of the Trust.


 


(d)       Prior
to implementing any Major Decision under clauses (i) through (v), clause (xi)(A) (to the extent that the related
agreement is modified in a manner materially adverse to the “Senior Lender,” “Mortgage Lender” or such
other similar term as may be set forth therein) and clause (xiii) of the definition of “Major Decision,” the
Servicer or the Special Servicer, as applicable, shall obtain a Rating Agency Confirmation from each Rating Agency.


 


(e)       [Reserved]


 


(f)       Notwithstanding
the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may in accordance with Accepted
Servicing Practices (but without any Rating Agency Confirmation or consent of any applicable Consenting Party) grant the Borrower’s
request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities, access, parking, public
improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such easement, right-of-way or
similar agreement.


 


(g)       As
the Mortgage Loan contains provisions in the nature of a “due on sale” clause, which by its terms: (i) provides that
the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest
in the Property or equity interests in the Borrower or certain principals of the Borrower except when certain conditions are met;
or (ii) provides that, except when certain conditions are met, the Mortgage Loan may not be assumed without the consent of the
mortgagee in connection with any such sale or other transfer, neither the Servicer nor the Special Servicer, on behalf of the Trustee
as the mortgagee of record on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage
Loan (1) to accelerate the payments thereon or (2) to withhold its consent to any sale or transfer, consistent with the Accepted
Servicing Practices or (B) waive any right to exercise such rights, unless, (x) with respect to the Mortgage Loan (if no Special
Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed consent) of
the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten Business Day review period of any
applicable Consenting Party (or, with respect to such ten Business Day period, such longer period as required by any related mezzanine
intercreditor agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier objected to) by the
Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect to such waiver or exercise
of such right together with such other


 






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information reasonably required by the Special Servicer, or (y) prior to the Special Servicer,
with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event), itself taking such
an action or, with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), consenting
to such a proposed action of the Servicer, the Special Servicer has obtained, if there is an applicable Consenting Party, the prior
written consent (or deemed consent) of such Consenting Party, which consent shall be deemed given ten Business Days (or, with respect
to such ten Business Day period, such longer period as required by any related mezzanine intercreditor agreement for review by
any holder of a related mezzanine loan) after receipt (unless earlier objected to) by such Consenting Party of the Servicer’s
and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such
other information reasonably required by such Consenting Party.


 


(h)       As
the Mortgage Loan contains provisions stating that the Mortgage Loan may not be assumed or transferred without the consent of the
mortgagee, unless certain conditions are satisfied, the Special Servicer, with respect to the Mortgage Loan (during the occurrence
and continuation of a Special Servicing Loan Event) or the Servicer with respect to the Mortgage Loan (if no Special Servicing
Loan Event has occurred and is continuing), as applicable, on behalf of the Trustee as the mortgagee of record on behalf of the
Trust, shall determine in accordance with Accepted Servicing Practices whether such conditions have been satisfied.


 


(i)       As
the Mortgage Loan contains provisions in the nature of a “due-on- encumbrance” clause that by its terms: (i) provides
that the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional
lien or other encumbrance on the Property or equity interests in the Borrower or principals of the Borrower; or (ii) requires the
consent of the mortgagee to the creation of any such additional lien or other encumbrance on the Property or equity interests in
the Borrower or principals of the Borrower, neither the Servicer nor the Special Servicer, on behalf of the Trustee as the mortgagee
of record, on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage Loan (1) to accelerate
the payments thereon or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with
the Accepted Servicing Practices or (B) waive its right to exercise such rights, unless, (x) with respect to the Mortgage Loan
(if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed
consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten Business Day review
period of any applicable Consenting Party (or, with respect to such ten Business Day period, such longer period as required by
any related mezzanine intercreditor agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier
objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect
to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, or (y)
prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing
Loan Event), itself taking such an action or, with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred
and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, if there is an applicable
Consenting Party, the prior written consent (or deemed consent) of such Consenting Party, which consent shall be deemed given ten
Business Days (or, with respect to such ten Business Day period, such longer period as required by any related mezzanine intercreditor
agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier objected to) by such Consenting Party
of the


 






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Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such
waiver together with such other information reasonably required by such Consenting Party.


 


(j)       Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage
Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has received (i) replacement
collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies
the requirements of the Mortgage Loan Documents, in an amount sufficient to make all scheduled payments under the Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity)
on the Mortgage Loan (or defeased portion thereof) in compliance with the requirements of the terms of the Mortgage Loan Documents,
(iii) one or more Opinions of Counsel (at the expense of the Borrower) to the effect that the Trustee, on behalf of the Trust Fund,
will have a first priority perfected security interest in such substituted Property; provided, however, that, to
the extent consistent with the Mortgage Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting
such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents, a single purpose entity shall act as a successor
mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Mortgage Loan Documents, the Servicer
shall use its reasonable efforts to require the Borrower to pay all costs of such defeasance, including but not limited to the
cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan Documents, the Servicer
shall obtain, at the expense of the Borrower, Rating Agency Confirmation from each Rating Agency.


 


(k)       The
parties hereto hereby acknowledge that the Co-Lender Agreement provides that (i) to the extent consistent with Accepted Servicing
Practices (taking into account the extent to which the Junior Trust Notes are junior to the Senior Notes pursuant to the Co-Lender
Agreement): (x) no waiver, reduction or deferral of any particular amounts due on any of the Senior Notes (except for REMIC or
grantor trust expenses, if applicable) shall be effected prior to the waiver, reduction or deferral of the entire corresponding
item in respect of the Junior Trust Notes; and (y) no reduction of the Mortgage Loan Interest Rate of any of the Senior Notes shall
be effected prior to the reduction of the Mortgage Loan Interest Rate of the Junior Trust Notes, to the fullest extent possible,
and (ii) any of the actions referred to in the immediately preceding clauses (i) (x) and (i)(y) shall be effected (a) as among
the Senior Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such Senior
Note), (b) as among the Junior Trust Notes, on a pro rata and pari passu basis (based on the relative principal balance
of each such Junior Trust Note), in each case as regards the economic effects thereto.


 


3.25         Servicer
and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual or any
other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer or
the Special Servicer or such agent except as otherwise provided herein (including such restrictions on voting set forth in the
definition of Certificateholder).


 






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3.26         Notice
of Mortgage Loan Event of Default to Companion Loan Holders. (a) The Servicer shall give notice of any Mortgage
Loan Event of Default to the Companion Loan Holders and any related mezzanine lender promptly (and, in the event of the
failure to make a related Monthly Interest Payment on its scheduled Payment Date, such notice shall be given promptly
following such related Payment Date) upon a Servicing Officer of the Servicer gaining actual knowledge of such default or
Mortgage Loan Event of Default, as provided in the Co-Lender Agreement and any related mezzanine intercreditor agreement,
respectively, whether or not the Servicer is obligated to give notice thereof to the Borrower Related Parties. The Servicer
or the Special Servicer, as applicable, shall exercise the rights of the Trust as successor-in-interest to CREFI, GSMC, BCREI
and BMO Harris, each in its capacity as (i) the initial holders of the Trust Notes under the Co-Lender Agreement, and (ii) if
applicable, a senior lender under any related mezzanine intercreditor agreement. The Servicer or the Special Servicer, as
applicable, shall comply with and enforce the rights and perform the obligations of the Trust under the terms of the
Co-Lender Agreement and any related mezzanine intercreditor agreement. The rights of the Trust and the Trust Interest Owners
in and under the Trust Loan and the Mortgage Loan Documents shall be subject to the terms of the Co-Lender Agreement and any
related mezzanine intercreditor agreement.


 


(b)       The
parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including, without limitation: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan,
and making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to
the allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion
Loan Holders; and (iii) the consultation, consent and other rights of any Companion Loan Holder or its representative. The Servicer
(if no Special Servicing Loan Event exists) or the Special Servicer (if a Special Servicing Loan Event exists or the Property
has been converted to a Foreclosed Property) shall prepare and provide to any Companion Loan Holder (or its representative) all
notices, reports, statements and communications to be delivered by the holder of the Trust 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 Trust 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 the Co-Lender Agreement are deemed incorporated
herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of
any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control.


 


(c)       The
Servicer shall maintain the Note register provided for in Section 18 of the Co-Lender Agreement and shall record the names and
addresses of, and wire transfer instructions for, the holders of the Notes from time to time; provided that the Servicer need
not maintain a separate Note register from the Note register, if any, maintained under the Mortgage Loan Agreement if the information
in both registers would otherwise be identical. The Servicer shall, upon request, provide to any other party to this Agreement
the then current information contained in such register.


 






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(d)       At
any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


3.27         Rating
Agency Confirmation. (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this
Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written
confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification
of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating
Agency Confirmation and (ii) within 10 Business Days of such request being posted on the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) such Requesting Party shall be required
to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency
Confirmation request within 5 Business Days of such second request, then (1) with respect to any condition in any Mortgage Loan
Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage
Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency
for such action at such time (as if such requirement did not exist for such matter at such time), other than such a requirement
with respect to the replacement of the Servicer or Special Servicer, and (2) with respect to replacement of the Servicer or Special
Servicer, such condition shall be deemed not to apply if, in the event Fitch is the non-responding Rating Agency, the replacement
servicer has a commercial master servicer rating of at least “CMS3” from Fitch or the replacement special servicer
has a commercial special servicer rating of at least “CSS3” from Fitch, as applicable.


 


Any
Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as
applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain
a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency
to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable
to the 17g-5 Information Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request
on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).


 






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Promptly
following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer,
as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular
item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 8.14(b).


 


(b)           Notwithstanding
the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect
to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration
of the Mortgage Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency
Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph,
such action 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 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 Companion
Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed
not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement;
provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating
Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable),
the 17g-5 Information Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or the Special
Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization
Trust to the extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request
for such Companion Loan Rating Agency Confirmation at approximately the same time that the request for Rating Agency Confirmation
with respect to the applicable Relevant Action is sent to the 17g-5 Information Provider, (ii) all materials forwarded to the
17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (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. The Servicer or the Special Servicer, as applicable, may (but
is not obligated to) send the request for a Companion Loan Rating Agency Confirmation (and the related materials sent to the 17g-5
Information Provider’s counterpart in connection therewith) to the applicable Companion Loan Rating Agency following the
earlier of (a) receipt of notification from the 17g-5 Information Provider’s counterpart that such information, report,
notice or other document has been posted to the 17g-5 Information Provider counterpart’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 17g-5 Information
Provider.


 


Each
of the 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


 






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and the 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to
the extent known to it.


 


(c)            To
the extent it is permitted to do under the Mortgage Loan Agreement, the Servicer (if no Special Servicing Loan Event has occurred
and is continuing) or the Special Servicer (during a Special Servicing Loan Event) shall, or shall require the Borrower to, obtain
a Rating Agency Confirmation from the Rating Agency with respect to any of the following matters as set forth in the Mortgage
Loan Agreement:


 


(i)            an
Approved Replacement Guarantor (as defined in the Mortgage Loan Agreement); and


 


(ii)           a
Transfer and Assumption (as defined in the Mortgage Loan Agreement);


 


3.28         Approval
of Annual Budget. Subject to Section 3.24(a), the Servicer and the Special Servicer each hereby agree and acknowledge
that the Servicer or the Special Servicer, as applicable, shall respond to any request by the Borrower Related Parties under Section
4.9.5 of the Mortgage Loan Agreement for written approval of the Annual Budget.


 


3.29         Co-operation
with Other Asset Reviewer. If any Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related
Other Pooling and Servicing Agreement, the 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 (not
at its own expense or the expense of the Trust but at the expense of the related Loan Seller or 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 Loan Seller and (ii) such documents are in the possession of the 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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian (i) 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, or (ii) shall be obligated to provide such documents if providing such documents, in its reasonable determination,
would be a violation of this Agreement or the Co-Lender Agreement.


 


3.30         Consultation
with Other Operating Advisor. (e)          With respect to any Other
Pooling and Servicing Agreement that satisfies the Credit Risk Rules in whole or in part through the purchase by a third party
purchaser of an eligible horizontal residual interest pursuant to Rule 7 of the Credit Risk Retention Rules (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 the Credit Risk Retention Rules, the Special
Servicer shall consult with the related Other Operating Advisor (as representative of the related Companion Loan Holder) under
such Other Pooling and


 






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Servicing Agreement with respect to any
decisions that are Major Decisions with respect to the related Companion Loan. Such consultation shall be on a non-binding basis.


 





3.31         Compensating
Interest Payments. The Servicer shall deliver to the Certificate Administrator for deposit in the Lower Tier Distribution
Account on each Remittance Date, without any right of reimbursement thereafter, a Compensating Interest Payment, in the event
that a Prepayment Interest Shortfall occurs as a result of the Servicer allowing the Borrower to deviate from the terms of the
Mortgage Loan Documents regarding principal prepayments (other than (w) subsequent to a Mortgage Loan Event of Default, (x) pursuant
to applicable law or a court order, (y) in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, or (z)
at the request or with the consent of the Special Servicer). In no event will the rights of the Trust Interest Owners to the offset
of the aggregate Prepayment Interest Shortfalls be cumulative.


 


4.            PAYMENTS
AND STATEMENTS TO CERTIFICATEHOLDERS AND VRR INTEREST OWNER


 


4.1           Distributions.
(a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account the amounts on deposit
therein, to the extent of Available Funds, and distribute such amounts to the respective Classes of Non-Retained Certificates
in the amounts and in the order of priority set forth below:


 


First,
to the Class A Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


Second,
to the Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


Third,
to the Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


Fourth,
to the Class B Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


Fifth,
to the Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


Sixth,
to the Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates; and


 


Seventh,
to the Class R Certificates, any remaining amounts.


 


Available
Funds applied on any Distribution Date to pay the Interest Distribution Amount with respect to any Class of Non-Retained Principal
Balance Certificates for such Distribution Date shall be applied first to pay the Current Interest Accrual Amount with respect
to such Class of Certificates for such Distribution Date and then to pay any Class Interest Shortfall in respect of the immediately
preceding Distribution Date for such Class of Certificates.


 






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Available
Funds applied on any Distribution Date to pay the Principal Distribution Amount with respect to any Class of Non-Retained Principal
Balance Certificates for such Distribution Date shall be applied first to pay the portion of the Non-Retained Percentage of the
Total Current Principal Collection Amount for such Distribution Date allocable to such Class of Certificates in accordance with
the definition of “Total Current Principal Collection Amount” and then to pay the Class Principal Shortfall for the
immediately preceding Distribution Date and such Class of Certificates.


 


In
no event will any Class of Principal Balance Certificates receive distributions in reduction of its Certificate Balance which
in the aggregate exceed the initial Certificate Balance of such Class.


 


(b)           On
each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account the amounts on deposit therein,
to the extent of the Combined VRR Available Funds for such Distribution Date, and shall distribute such amounts to Uncertificated
VRR Interest and the Class VRR Certificates and the Class R Certificates in the amounts and in the order of priority set forth
below:


 


(i)       First,
to make distributions of interest on the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based
on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, up to an aggregate
amount equal to the VRR Interest Distribution Amount for such Distribution Date;


 


(ii)       Second,
to make distributions of principal to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on
the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in reduction
of such Certificate Balance and Uncertificated VRR Interest Balance, up to an aggregate amount equal to the VRR Principal Distribution
Amount for such Distribution Date, until the Combined VRR Interest Balance has been reduced to zero; and


 


(iii)       Third,
to reimburse (with interest) prior write-offs of the Combined VRR Interest Balance to the Class VRR Certificates and the Uncertificated
VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest
Balance, respectively, up to an aggregate amount equal to the unreimbursed Applied Realized Loss Amounts previously allocated
to the Combined VRR Interest, plus interest in an aggregate 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 Combined VRR Available Funds for such Distribution Date exceeds
the distributions to the Combined VRR Interest Owners 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.


 


The
right to payment of Holders of the Class VRR Certificates is pro rata and pari passu with the right to payment of
the Uncertificated VRR Interest Owner. On each Distribution Date,


 






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any Combined VRR Available Funds, any Appraisal Reduction Amounts,
Prepayment Fees and Prepayment Interest Shortfalls allocated to the Combined VRR Interest shall be allocated to the Class VRR
Certificates and the Uncertificated VRR Interest pro rata (based on the respective Certificate Balance of the Class VRR
Certificates and the Uncertificated VRR Interest Balance). In addition, any applicable Realized Losses and/or reimbursements of
Applied Realized Loss Amounts allocated to the Combined VRR Interest shall be allocated between the Class VRR Certificates, on
the one hand, and the Uncertificated VRR Interest, on the other hand, pro rata in accordance with the Certificate Balance
of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.


 


(c)           On
each Distribution Date, each of the Class LA and Class LB Uncertificated Interests shall be deemed to receive distributions in
respect of interest, principal or reimbursement of Applied Realized Loss Amounts in an amount equal to the amount of interest,
principal or reimbursement of Applied Realized Loss Amounts, as applicable, actually distributable to its respective Related Certificates
as provided in Section 4.1(a).


 


(d)           On
each Distribution Date, the Class LVRR Uncertificated Interest shall be deemed to receive distributions in respect of interest,
principal or reimbursement of Applied Realized Loss Amounts in an amount equal to the amount of interest, principal or reimbursement
of Applied Realized Loss Amounts actually distributable to the Class VRR Certificates as provided in Section 4.1(b). On
each Distribution Date, the LUVRR Uncertificated Interest shall be deemed to receive distributions in respect of interest, principal
or reimbursement of Applied Realized Loss Amounts in an amount equal to the amount of interest, principal or reimbursement of
Applied Realized Loss Amounts actually distributable to the Uncertificated VRR Interest as provided in Section 4.1(b). 


 


(e)           Amounts
deemed distributable in respect of the Uncertificated Lower-Tier Interests on any Distribution Date pursuant to Section 4.1(c)
and Section 4.1(d) are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be deemed to be made by the Certificate Administrator being deemed to deposit such Lower-Tier Distribution Amount into
the Upper-Tier Distribution Account on each Distribution Date.


 


As
of any date, the principal balance of each Uncertificated Lower-Tier Interest will equal its Lower-Tier Principal Amount. The
Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest will be the rate per annum set forth in the Introductory
Statement hereto.


 


Any
Aggregate Available Funds that remain in the Lower-Tier Distribution Account on each Distribution Date after distribution of the
Lower-Tier Distribution Amount shall be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest,
but only to the extent of the amount remaining in the Lower-Tier Distribution Account, if any).


 


(f)            All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a), Section 4.1(b), Section 4.3(a)
and/or Section 4.3(b) on each Distribution Date shall be allocated pro rata among the outstanding Certificates in
each such Class based on their respective Percentage Interests. All distributions on each Class of Certificates or the Uncertificated
VRR Interest pursuant to this Section 4.1 shall be made on each Distribution Date


 






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to each Trust Interest Owner of record
at the close of business on the related Record Date by wire transfer of immediately available funds to the account of such Trust
Interest Owner at a bank or other entity located in the United States and having appropriate facilities therefor, provided that
the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to
the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business
Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Trust Interest shall
be made in like manner, but, in the case of the Certificates, only upon presentment and surrender of such Certificate, and in
the case of the Uncertificated VRR Interest, only upon delivery of a written instrument acknowledging surrender of and final distribution
on the Uncertificated VRR Interest, at the location specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


(g)           The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Trust Interest is expected to be made, post a notice on the Certificate Administrator’s
Website pursuant to Section 8.14(b), deliver such notice to the 17g-5 Information Provider (who shall post such notice
on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and mail to each Trust Interest Owner, on
such date a notice to the effect that:


 


(i)       the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Trust Interest shall be made on such Distribution Date, but, in the case of the Certificates, only upon presentation
and surrender of such Certificates, and in the case of the Uncertificated VRR Interest, only upon delivery of a written instrument
acknowledging surrender of and final distribution on the Uncertificated VRR Interest, 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 Trust Interest from and after the
Interest Accrual Period related to such Distribution Date.


 


(h)           Any
funds not distributed to any Trust Interest Owner(s) on such Distribution Date because of the failure of such Trust Interest Owner(s)
to tender their Trust Interests shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering
Trust Interest Owner. If any Trust Interests as to which notice has been given pursuant to this Section shall not have been surrendered
for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Trust Interest Owners to surrender their Trust Interests for cancellation to receive the
final distribution with respect thereto. If within one year after the second notice not all of such Trust Interests shall have
been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to
contact the remaining non-tendering Trust Interest Owners concerning surrender of their Trust Interests. The costs and expenses
of holding such funds in trust and of contacting such Trust Interest Owners shall be paid out of such funds. All such amounts
shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two (2) year period following
such second notice, notwithstanding any termination of the Trust. If within two (2) years after the second notice any such Trust
Interests


 






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shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable
to the Trust Interest Owners thereof for the benefit of such Trust Interest Owners 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, at which time such amounts shall be distributed to the Depositor. No interest shall accrue or be payable to any
Trust Interest Owner on any amount held in trust hereunder or by the Certificate Administrator as a result of such Trust Interest
Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with this Section 4.1(h).
Any such amounts transferred to the Certificate Administrator may, but need not be, invested in Permitted Investments and all
income and gain realized from investment of such funds shall be for the benefit of the Certificate Administrator. In the event
the Certificate Administrator is permitted or required to invest any amounts in Permitted Investments under this Agreement, whether
in its capacity as Certificate Administrator or in the event of its assumption of the duties of, or becoming the successor to,
the Servicer or the Special Servicer, as applicable, in accordance with the terms of this Agreement, it shall invest such amounts
in Permitted Investments under clause (i) of the definition of Permitted Investments.


 


(i)            The
Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the
Trust has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile,
recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the
absence of manifest error in such information, may conclusively rely upon it.


 


(j)            On
each Distribution Date, any applicable Realized Loss with respect to the Non-Retained Principal Balance Certificates for such
Distribution Date shall be allocated to the respective Classes of Non-Retained Principal Balance Certificates in the following
order:


 


first,
to the Class B Certificates; and


 


second,
to the Class A Certificates;


 


in
each case until the Certificate Balance of the subject Class has been reduced to zero.


 


Allocations
of Realized Losses to any Class of the Non-Retained Principal Balance Certificates shall be deemed to result in a corresponding
reduction of the Lower-Tier Principal Amount of the Related Uncertificated Lower-Tier Interest.


 


(k)           On
each Distribution Date, any applicable Realized Loss for such Distribution Date shall be allocated to the Combined VRR Interest
in reduction of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated
VRR Interest (pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest
Balance, respectively) without distribution, as a write-off, to the extent of such applicable Realized Loss, until the Combined
VRR Interest Balance is reduced to zero. Allocations of applicable Realized Losses to the Class VRR Certificates shall be deemed
to result in a corresponding reduction of the Lower-Tier Principal Amount of the Class LVRR Uncertificated Lower-Tier Interest.
Allocations of applicable Realized Losses to the


 






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Uncertificated VRR Interest shall be deemed to result in a corresponding reduction
of the Lower Tier Principal Amount of the LUVRR Uncertificated Lower-Tier Interest.


 


4.2           Withholding
Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal
withholding requirements with respect to payments to Trust Interest Owners that the Certificate Administrator reasonably believes
are applicable under the Code. The consent of Trust Interest Owners shall not be required for any such withholding. In the event
the Certificate Administrator withholds any amount from interest payments or advances thereof to any Trust Interest Owner pursuant
to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed to such Trust Interest
Owner, and the Certificate Administrator shall indicate the amount withheld to such Trust Interest Owner through a report.


 


Each
Beneficial 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 Beneficial 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 Certificate Administrator, with a copy to the Trustee, at the time or times prescribed by
the Code and at such time or times reasonably requested by the Certificate Administrator 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 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.


 


4.3           Allocation
and Distribution of Prepayment Fees.


 


(a)           On
each Distribution Date, the Certificate Administrator shall withdraw from the Prepayment Fees Distribution Account an amount that
represents the Non-Retained Percentage of any Prepayment Fees actually collected in respect of the Mortgage Loan during the related
Collection Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement and remitted by the Servicer pursuant to
Section 3.4(d) (such portion of any Prepayment Fee, a “Non-Retained Prepayment Fee”), and shall distribute
such withdrawn amount to the Holders of the following Classes of Non-Retained Principal Balance Certificates in the following
manner: the


 






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Holders of the Class A and Class B Certificates shall, in the case of each Class thereof, be entitled to receive on
each Distribution Date an amount equal to the product of (A) a fraction the numerator of which is the amount of principal distributed
to such Class of Certificates on such Distribution Date and the denominator of which is the total amount of principal distributed
to all of the Class A and Class B Certificates on such Distribution Date, and (y) the amount of such Non-Retained Prepayment Fee.


 


(b)           On
each Distribution Date, the Certificate Administrator shall withdraw from the Prepayment Fees Distribution Account an amount that
represents the VRR Percentage of any Prepayment Fee actually collected in respect of the Mortgage Loan during the related Collection
Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement and remitted by the Servicer pursuant to Section
3.4(d) (such portion of any Prepayment Fee, a “VRR Prepayment Fee”), and shall distribute such withdrawn
amount to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based on the Certificate
Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.


 


(c)            Any
Non-Retained Prepayment Fee distributable pursuant to Section 4.3(a) shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA Uncertificated Interest and Class LB Uncertificated Interest
pro rata in accordance with their respective Lower-Tier Principal Amounts outstanding immediately prior to the applicable
Distribution Date, whether or not any such Uncertificated Lower-Tier Interest, as applicable, has received all distributions of
interest and principal to which it is entitled. Any VRR Prepayment Fee distributable to the Holders of the Class VRR Certificates
and the Uncertificated VRR Interest Owner pursuant to Section 4.3(b) shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Uncertificated Interest and the LUVRR Uncertificated
Interest, respectively.


 


(d)           No
Prepayment Fees shall be distributed to the Holders of the Class R Certificates.


 


4.4           Statements
to Trust Interest Owners. (a) On each Distribution Date, based in part on information provided by the Servicer and/or
the Special Servicer, as applicable, the Certificate Administrator shall provide or and make available pursuant to Section
8.14(b) to any Privileged Person a statement in respect of the distributions on such Distribution Date (a “Distribution
Date Statement”) in the form of Exhibit P setting forth:


 


(i)        for
each Class of Regular Certificates and the Uncertificated VRR Interest the amount of the distributions made on such Distribution
Date allocable to interest (except in the case of the Combined VRR Interest, at the Pass-Through Rate) and the amount allocable
to principal (separately identifying the amount of any principal payments (and specifying the source of such payments)), and the
amount of interest paid on Advances from Default Interest and allocable to such Class;


 


(ii)       if
the distribution to the Holders of any Trust Interest is less than the full amount that would be distributable to such Trust Interest
Owner if there were sufficient Aggregate Available Funds, the amount of the shortfall allocable to such portion of any Trust Interest,
stating separately the amounts allocable to principal and interest;


 






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(iii)      the
amount of any Monthly Interest Payment Advance for such Distribution Date;


 


(iv)     (A)
the Certificate Balance of each Class of Regular Certificates after giving effect to any distribution in reduction of the Certificate
Balance or Notional Amount, as the case may be, on such Distribution Date and (B) the Combined VRR Interest Balance of the Combined
VRR Interest after giving effect to any distribution in reduction of the Combined VRR Interest Balance of each Distribution Date;


 


(v)      the
principal balance of the Trust Loan and any Companion Loan (in each case, including, without limitation, all or any portion thereof
that constitutes an REO Mortgage Loan) as of the end of the Collection Period for such Distribution Date;


 


(vi)     the
aggregate amount of Unscheduled Payments (and the source of such payments) made during the related Collection Period;


 


(vii)    identification
of any Mortgage Loan Event of Default, Special Servicing Loan Event, Servicer Termination Event or Special Servicer Termination
Event under this Agreement, that in any case has been declared as of the close of business on the second Business Day prior to
the end of the immediately preceding calendar month;


 


(viii)   the
amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower Restricted Party charges
retained by the Servicer or the Special Servicer, and the amount of compensation paid to the Servicer, the Special Servicer, the
Certificate Administrator, and the Trustee, separately listing the Trustee/Certificate Administrator Fee (which includes the Trustee
Fee), the Servicing Fee and the Special Servicing Fee;


 


(ix)      the
number of days the Borrower Related Parties are delinquent in the event that the Borrower Related Parties are is delinquent at
least 30 days and the date upon which any foreclosure proceedings have been commenced;


 


(x)       identification
of whether the Property, as of the close of business on the Payment Date immediately preceding such Distribution Date, had become
a Foreclosed Property;


 


(xi)      information
with respect to any declared bankruptcy of any Borrower Related Party and any Affiliated Manager;


 


(xii)     as
to any item of collateral for the Mortgage Loan released, liquidated or disposed of during the related Collection Period, the
identity of such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related
Collection Period;


 


(xiii)    a
list of conveyances or transfers of the Property by the Borrower Related Parties as of the end of the related Collection Period;


 






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(xiv)   the
aggregate amount of all Advances, if any, not yet reimbursed as of the end of the related Collection Period;


 


(xv)     the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer during the related Collection Period;


 


(xvi)    an
itemized report identifying any Appraisal Reduction Amount;


 


(xvii)   the
amount of Default Interest, if any, and late payment charges, if any, paid by a Borrower Related Party during the related Collection
Period;


 


(xviii)  the
aggregate amount of Borrower Reimbursable Trust Fund Expenses;


 


(xix)    the
amount of Prepayment Fees, if any, collected during the related Collection Period and distributed on such Distribution Date to
the respective Trust Interests entitled thereto;


 


(xx)     the
information required by Rule 15Ga-1(a), as promulgated under the Exchange Act concerning all assets of the Trust that were subject
of a demand to repurchase for breach of the related representations and warranties;


 


(xxi)    the
amount of any CREFC® Licensing Fee payable with respect to such Distribution Date;


 


(xxii)   an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the
related Collection Period to the extent provided to the Certificate Administrator by the Special Servicer pursuant to this Agreement;
and


 


(xxiii)   identification
of the commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control
Period or CCR Consultation Period.


 


The
Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may agree to enhance the reporting
requirements of the Distribution Date Statement without Trust Interest Owner approval, except that no such enhancement shall,
unless required by applicable law, remove any restriction pertaining to the dissemination of Privileged Information (including
any Final Asset Status Report and communications between the Special Servicer and any applicable Consenting Party) without the
prior written consent of such Consenting Party.


 


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 Trust Interest Owner upon written request to the Certificate Administrator, a statement
containing the information set forth in clauses (i), (ii) and (xix) above as to the applicable Class, aggregated
for such calendar year or applicable portion of such year during which such Person was a Trust Interest Owner, together with such
other information as the Certificate Administrator deems necessary or desirable, or that a Trust Interest Owner or Beneficial
Owner of a Trust Interest


 






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reasonably requests, to enable Trust Interest Owners 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.


 


(b)           The
Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons on each Distribution Date
pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to the Trust
Interest Owners or any other person shall be contingent on the Certificate Administrator’s receipt of such information from
the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information
provided to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required
to be furnished by the Servicer is based on information required to be provided by the Borrower Restricted Parties or the Special
Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on
its receipt of such information from the Borrower Restricted Parties or the Special Servicer, as applicable. To the extent that
information required to be furnished by the Special Servicer is based on information required to be provided by the Borrower Restricted
Parties, the Special Servicer’s obligation to furnish such information shall be contingent upon receipt of its receipt of
such information from the Borrower Restricted Parties. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator
shall be entitled to rely on information supplied by any Borrower Restricted Parties without independent verification.


 


The
Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Non-Restricted
Privileged Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net
operating income reports or analyses shall be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC®
format based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the
Servicer from the Borrower Restricted Parties.


 


At
the reasonable request and authorization by the Depositor, the Certificate Administrator may make available on the Certificate
Administrator’s Website to any Non-Restricted Privileged Person certain other information with respect to the Mortgage Loan
(subject to the limitations of Section 3.18) and will provide such information to the 17g-5 Information Provider (who shall
post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)).


 


In
addition, the Certificate Administrator shall make available on the Certificate Administrator’s Website such information
as set forth in Section 8.14(b) herein.


 


4.5           Investor
Q&A Forum; Investor Registry and Rating Agency Q&A Forum.


 


(a)           The
Certificate Administrator shall make available to Non-Restricted Privileged Persons only, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Non-Restricted Privileged
Persons may (i) submit questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions
to the Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B),
the Mortgage Loan or the Property


 






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(each an “Inquiry” and collectively, “Inquiries”), and
(ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry
from a Non-Restricted Privileged Person for the Servicer or the Special Servicer, as applicable, the Certificate Administrator
shall forward such Inquiry to the appropriate person at the Servicer or the Special Servicer, as applicable (as identified to
the Certificate Administrator by the Servicer or the Special Servicer, as applicable), in each case via email within a commercially
reasonable period of time following receipt of such Inquiry. Following receipt of an Inquiry, the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, unless such party determines not to answer such Inquiry as provided below, shall
reply to the Inquiry, which reply of the Servicer or the Special Servicer, as applicable shall be by email to the Certificate
Administrator. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines, in its respective sole discretion,
that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Trust,
the Trust Interest Owners and/or any Companion Loan Holder, (iii) answering any Inquiry would be in violation of applicable law,
the Mortgage Loan Documents or this Agreement, (iv) answering the Inquiry would, or is reasonably expected to, result in the waiver
of attorney-client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or
the Special Servicer, as applicable, (vi) answering any Inquiry would or is reasonably expected to require the disclosure of Privileged
Information, or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such
Inquiry and, in the case of the Servicer or the Special Servicer shall promptly notify the Certificate Administrator of such determination.
The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered.
Any notice by the Certificate Administrator to the Person who submitted an Inquiry that shall not be answered shall include the
following statement: “Because the Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer
and the Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the
best interests of the Trust and/or the Trust Interest Owners, (iii) answering any Inquiry would be in violation of applicable
law, the Mortgage Loan Documents or the Trust and Servicing Agreement, (iv) answering any Inquiry that would, or could reasonably
be expected to, result in the waiver of attorney-client privilege or the disclosure of attorney work product, (v) answering any
Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would or is reasonably expected to require the
disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference
should or may be drawn from the fact that the Certificate Administrator, the Servicer or the Special Servicer has declined to
answer the Inquiry.” 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 Initial Purchasers or any of their respective Affiliates. None of the
Initial Purchasers, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their
respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party shall have
any responsibility or liability for the content





 



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of any such information. The Certificate Administrator shall not be required to
post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. No party shall post or otherwise disclose direct communications
with any applicable Consenting Party or Consulting Party as part of its response to any Inquiries; provided, that
the Certificate Administrator shall have no obligation to review any inquiry or answer received by it for posting to the Investor
Q&A Forum to determine if such inquiry or answer contains any such direct communication with any applicable Consenting Party
or Consulting Party, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same,
and the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any
Inquiry or answer containing such direct communication. The Investor Q&A Forum shall not reflect questions, answers and other
communications that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator
may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum.


 


(b)           The
Certificate Administrator shall make available to any Trust Interest Owner and any Beneficial Owner, the Investor Registry. The
“Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where
Trust Interest Owners and Beneficial Owners can register and thereafter obtain information with respect to any other Trust Interest
Owner or Beneficial Owner that has so registered. Any person registering to use the Investor Registry shall be required to certify
that (a) it is a Trust Interest Owner or a Beneficial 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 Beneficial Owners. Such Person shall then be asked to enter certain mandatory
fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address,
phone, and Class(es) of Certificates or Uncertificated VRR Interest owned, as applicable. If any Trust Interest Owner or Beneficial
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 shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for
monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)           The
Distribution Date Statements, CREFC® Reports and any supplemental notices thereto, shall be provided by the Certificate
Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator
from such person of a certification in the form of Exhibit N hereto, which certification may be submitted electronically.
The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., CMBS.com
Inc., Markit Group Limited and BlackRock Financial Management, Inc., and the provision of such information shall not constitute
a breach of this Agreement by the Certificate Administrator.


 






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(d)           The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the Distribution
Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties, (iii) submit requests for loan-level reports and information (each such submission, a “Rating Agency
Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses
thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator, the
17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person, in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider,
the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating
Agency Inquiry as provided below, shall reply by email (or other electronic means reasonably acceptable to the 17g-5 Information
Provider and the Servicer or the Special Servicer, as applicable) to the 17g-5 Information Provider. The 17g-5 Information Provider
shall post (within a commercially reasonable period of time following of receipt of such response) such Rating Agency Inquiry
and the related response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the
Certificate Administrator, the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering
any Rating Agency Inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement or the Mortgage
Loan Documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product of, any counsel engaged by the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as applicable, or (iii)(A) answering any Rating Agency Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines
in accordance with Accepted Servicing Practices (or in good faith, in the case of the Certificate Administrator) that the performance
of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and, in the case of the Certificate Administrator, the Servicer or the Special Servicer, shall promptly notify the 17g-5 Information
Provider by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and the Servicer or the Special
Servicer, as applicable) of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency
Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information
Provider shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Initial Purchasers, Depositor, or any of their respective Affiliates shall certify to any of the information posted
in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for
the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information


 






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Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool shall not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website. In addition to the
Certificate Administrator’s receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged
Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Rating Agency Q&A
Forum and Document Request Tool.


 


5.            THE
CERTIFICATES


 


5.1           The
Certificates.


 


(a)           The
Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-4 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by-law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)           The
Certificates of each Class of Non-Retained Principal Balance Certificates shall be issued in minimum denominations of $100,000
and integral multiples of $1 in excess of $100,000. 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 VRR Certificates
shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000.


 


(c)           One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


5.2           Form
and Registration. (a) The Non-Retained Principal Balance Certificates may be sold to Non-U.S. Securities Persons in
offshore transactions in reliance on Regulation S under the Act. Such Certificates of each Class thereof shall initially be represented
by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the Certificates represented thereby with the Certificate Registrar, at its
principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository
for the account of designated agents holding on behalf of the Euroclear System (“Euroclear”) and/or Clearstream
Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering of


 






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the Certificates and the Closing Date (the “Restricted Period”),
beneficial interests in each Temporary Regulation S Global Certificate may be held through Euroclear, Clearstream or any other
Depository Participant. 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 (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation
S Global Certificate shall only be made upon delivery to the Certificate Administrator 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.


 


(b)           The
Non-Retained Principal Balance Certificates offered and sold to QIBs in reliance on Rule 144A under the Act (“Rule 144A”)
shall, in the case of each Class thereof, be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global
Certificate” and, together with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates,
the “Global Certificates”), which shall be deposited with the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate
Certificate Balance of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)            The
Class VRR 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 (other than the Class VRR 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 Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities or continue as depository with respect to the Global Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate and appoint a qualified
successor within 90 days of such notice or (ii) the Trustee


 






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has instituted or has been directed to institute any judicial proceeding
in a court to enforce the rights of the Certificateholders 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 related Certificates; provided,
however, that under no circumstances shall Definitive Certificates be issued to beneficial owners of a Temporary Regulation
S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with
respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any
Global Certificate of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar
shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate),
and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under
this Agreement.


 


(e)           [Reserved]


 


(f)            During
the VRR Interest Transfer Restriction Period, any Class VRR Certificate shall only be held as a Definitive Certificate in the
VRR 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 VRR Interest Safekeeping
Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Class VRR Certificate
in safekeeping and shall release the same only upon receipt of a written direction signed by each of the Depositor, 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 “VRR Interest Safekeeping Account” and into which each Class VRR 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 VRR Interest Safekeeping Account for each Retaining Party. Each Class
VRR Certificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon
receipt by the Certificate Administrator of any Class VRR Certificate in connection with the initial issuance thereof and, for
so long as the Class VRR Certificates are held in the VRR Interest Safekeeping Account by the Certificate Administrator pursuant
to this Agreement, upon any transfer or exchange pursuant to this Article 5 of any Class VRR Certificate, the Certificate
Administrator shall deliver to the related Retaining Party a receipt in the form set forth in Exhibit R. No amounts distributable
with respect to any Class VRR Certificate shall be remitted to the VRR 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 Class VRR Certificate shall the Certificate Administrator be obligated to
bring legal action or institute proceedings against any Person on behalf of the Retaining Parties. During the VRR Interest Transfer
Restriction Period and for such longer time as the related Retaining Party may request, the Certificate Administrator shall hold
each individual Class VRR Certificate at the below location, or any other location; provided the Certificate Administrator has
given notice to each of the Retaining Parties of such new location:


 






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Citibank,
N.A.

Vault Operations Level B

399 Park Avenue

New York, NY 10022


 


As
regards the Class VRR Certificates held thereby, the Certificate Administrator shall make available to each applicable Retaining
Party its respective account information as mutually agreed upon by the Certificate Administrator and such Retaining Party, and
in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Class VRR Certificate shall
be subject to this Article 5. During the VRR 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 Class VRR Certificates held by it in the VRR Interest
Safekeeping Account.


 


(g)           To
the extent that the Combined VRR Interest Balance of the Combined VRR Interest is in excess of the amount or percentage of risk
retention required pursuant to the Credit Risk Retention Rules, such excess portion of the Combined VRR Interest Balance of the
Combined VRR Interest shall nevertheless be deemed to be subject to the requirements of the Credit Risk Retention Rules and any
Class VRR Certificate or Uncertificated VRR Interest evidencing such excess portion of the Combined VRR Interest Balance of the
Combined VRR Interest shall be subject to all of the provisions in this Agreement applicable to the Combined VRR Interest including,
without limitation, the provisions of this Article 5.


 


5.3           Registration
of Transfer and Exchange of Trust Interests. (a) The Certificate Administrator shall keep or cause to be kept at the
Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and the Uncertificated VRR
Interest and of transfers and exchanges of Certificates and the Uncertificated VRR Interest 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 Non-Retained Regular Certificates of each Class thereof represented by a Temporary Regulation S Global Certificate, a Regulation
S Global Certificate and a Rule 144A Global Certificate, respectively, and accepting Certificates for exchange and registration
of transfer, (ii) registering transfers and pledges of the Uncertificated VRR Interest and (iii) transmitting to the Trustee,
the Depositor, the Servicer and the Special Servicer any notices from the Trust Interest Owners. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding each Class VRR Certificate as a
Definitive Certificate on behalf of the Holder of such Certificate in accordance with Section 5.2(f).


 


(b)           Subject
to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. No transfer of any Certificate
shall be made unless that transfer is made pursuant to an effective registration statement under the Act, and effective registration
or qualification under applicable


 






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state securities laws, or is made in a transaction which does not require such registration
or qualification.


 


(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 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 a Person who is required to take delivery thereof in the form
of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules and procedures
of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation
S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Administrator 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 C hereto given by
the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer
restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and
to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate
Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions (who shall be the agent member of Euroclear 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 to exchange its interest in such Rule
144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest
in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation
S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange
of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate
Administrator, as registrar, at its office designated in Section 5.7 hereof, of (1) instructions given in accordance with
the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited
a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
D hereto


 






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given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, (B)
that the Certificate being transferred is not a “restricted security” as defined in Rule 144 under the Act or (C)
that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the
Regulation S Global Certificate, without any registration of such Certificates under the Act (in which case such certificate shall
enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule
144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global
Certificate that is being exchanged or transferred.


 


(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 Administrator, as registrar,
at its office designated in Section 5.7 hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and the
Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the
Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S
Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an
interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the
Rule 144A Global Certificate, a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest
and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that
the Person acquiring such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or
cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate
and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged,
and the Certificate Registrar shall


 






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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 F hereto from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same
Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts
of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate Certificate Balance
of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in 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 (other than (a) any Class VRR Certificate
during the VRR Interest Transfer Restriction Period or (b) 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 a Person who is entitled to take delivery thereof in the form of an interest in a Global Certificate,
such Holder may, subject to the rules and procedures of Euroclear 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 5.7 hereof,
of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
G-1


 






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 hereto (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the
form of Exhibit G-2 hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate)
or in the form of Exhibit G-3 hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)           Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.2(d) and subject to the issuance and transfer of the Class VRR Certificates during the Risk Retention Period
in accordance with Sections 5.3(i) and 5.3(j) and subject to the issuance and transfer of the Class R Certificates
in accordance with Section 5.3(p), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any
Rule 144A Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate or to a transferee
of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            Exchanges
of Definitive Certificates. Certificates in the form of Definitive Certificates may not be transferred unless: (i) (x) the
Certificate Registrar received (A) other than in connection with the initial issuance of a Non-Book Entry Certificate or the transfer
of any such Non-Book Entry Certificate by the Depositor, an Initial Purchaser or the Retaining Sponsor in connection with the
initial offering of the Certificates, (1) a certificate from the proposed transferor substantially in the form attached as Exhibit
H-1 to this Agreement and (2) an investment representation letter from the proposed transferee substantially in the form attached
as Exhibit H-2 to this Agreement or (B) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer may be made without registration under the 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 (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such) and
(y) in the case of a transfer of any Class VRR Certificate, the conditions set forth in subsection (j) below are satisfied;
or (ii) such transfer is otherwise in accordance with such procedures as are substantially consistent with the provisions of clause
(g) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or, except
in the case of a transfer of Class R Certificates, Regulation S under the Act, as the case may be) and such other procedures as
may from time to time be adopted by the Certificate Registrar.


 


(j)            Transfers
of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction Period, if a transfer of any Class VRR
Certificate is to be made (other than in connection with the transfers on the Closing Date by the Depositor to the Loan Sellers
or the Initial Purchasers), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon
receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s


 






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prospective Transferee substantially
in the form attached hereto as Exhibit H-3, which such certification must (1) be countersigned by the applicable Retaining
Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor and (2) include 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 H-4, which such certification must (1) be countersigned by the applicable
Retaining Party, the Retaining Sponsor (if different than the transferor and the applicable Retaining Party) and the Depositor
and (2) include a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this
Section 5.3(j), and Section 5.3(n), reflect such Class VRR Certificate in the name of the prospective Transferee.
In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period.
In connection with each transfer of a Class VRR 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.


 


(k)            Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(l)            If
Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance
with the Act, or if a request is made to remove such legend on Certificates, the Certificates so issued shall bear the restrictive
legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar such satisfactory
evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set forth therein
are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Act,
the Credit Risk Retention Rules 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 R Certificate, Class VRR Certificate or Uncertificated VRR Interest or any interest in a Class R Certificate, Class VRR
Certificate or Uncertificated VRR Interest may be purchased by or transferred to any prospective purchaser or transferee that
is or will be an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975
of the Code (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase
such Certificate or the Uncertificated VRR Interest; provided that this restriction shall not apply to the Class VRR Certificates
if they have become


 






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ERISA Restricted Certificates and are transferred in accordance with the remaining provisions of this Section
5.3(n) applicable to ERISA Restricted Certificates. Except in connection with the initial transfer thereof by the Depositor,
an Initial Purchaser or the Retaining Sponsor (provided that, in the case of the Retaining Sponsor, such exception shall apply
only with respect to the transfer thereof on the Closing Date), each prospective transferee of a Class R Certificate, a Class
VRR Certificate, the Uncertificated VRR Interest or an ERISA Restricted Certificate in the form of a Definitive Certificate shall
deliver to the transferor, the Certificate Registrar and the Trustee a representation letter, substantially in the form of Exhibit
J, stating that (i) the prospective transferee is not a Plan or a person acting on behalf of or using the assets of a Plan
or (ii) only in the case of an ERISA Restricted Certificate in the form of a Definitive Certificate, (1) such purchaser or transferee
is an insurance company, (2) 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 (3) the conditions in Sections
I and III of PTCE 95-60 have been satisfied. 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 to any Person acting on behalf of any
such Plan or using the assets of a Plan to purchase such ERISA Restricted Certificate or interest therein, 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 R Certificate, Class
VRR Certificate or Uncertificated VRR Interest or any interest therein may be purchased by or transferred to any prospective purchaser
or transferee that is or will be a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any
federal, state or local law that is, to a material extent, similar to Section 406 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
if its acquisition, holding and disposition of such Certificate would constitute or otherwise result in a non-exempt violation
of Similar Law. Each beneficial owner of a Certificate (other than a Class R Certificate) or any interest therein will be deemed
to have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i) it is not
a Plan or an entity acting on behalf of or using assets of a Plan, (ii) in the case of a Certificate other than a Class R Certificate,
a Class VRR Certificate or 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 credit rating agency which meets the requirements of the Underwriter Exemption and that such Certificate is so rated and
that it is an Institutional Accredited Investor, or (iii) in the case of an ERISA Restricted Certificate, (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 (as defined in Section 3(32) of ERISA)
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 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


 






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shall vest no rights in any purported transferee and shall not relieve the transferor
of any obligations with respect to the applicable Certificates.


 


(o)           [Reserved]


 


(p)           Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)        Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not
a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee
shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the transfer, and
such proposed transfer shall not be effective, without such consent with respect thereto. In connection with any proposed transfer
of any Residual Ownership Interest, other than in connection with the initial transfer thereof to the Initial Purchasers and any
subsequent transfer thereof by the Initial Purchasers to any of their Affiliates, 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 I-1 (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that
(1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the
proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash
flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee shall 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 shall not transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.3(p) and (y) other than in connection with the 


 






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initial
issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit I-2 (the “Transferor Letter”), that the proposed transferor
has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to
know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are
false.


 


(iii)      Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the transferor or to such agent referred to above; provided, however, such Persons shall in no event be excused
from furnishing such information.


 


(iv)      The
Class R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs.


 


(q)           Uncertificated
VRR Interest. (i) The Depositor hereby directs the Certificate Administrator to register the Uncertificated VRR Interest,
upon issuance, in the Certificate Register in the name of GS Bank. No Person shall be permitted to own, directly or indirectly,
any interest in the Uncertificated VRR Interest other than (i) GS Bank or one of its Majority Owned Affiliates that is not a Non-Exempt
Person or (ii) a Person that provides financing permitted under Regulation RR (a “Permitted Lender”) to GS
Bank or such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender
in a repurchase transaction, GS Bank or such Majority-Owned Affiliate of GS Bank may transfer its interest in the Uncertificated
VRR Interest to the Permitted Lender so long as GS Bank or such Majority-Owned Affiliate is obligated to repurchase such interest
in the Uncertificated VRR Interest pursuant to the terms of the related financing documents. The Uncertificated VRR Interest Owner,
if it wishes to transfer the Uncertificated VRR Interest, shall notify the Certificate Administrator in writing of such transfer
and identify the new Uncertificated VRR Interest Owner. The Certificate Administrator shall register the ownership of the Uncertificated
VRR Interest on the Certificate Register. Any transfer of the Uncertificated VRR Interest (including to a Majority Owned Affiliate)
shall be null and void ab initio to the extent permitted under applicable law unless all of the following is provided to
the Certificate Administrator: (i) a written instrument whereby


 






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the transferor of the Uncertificated VRR Interest assigns, and
the transferee of the Uncertificated VRR Interest assumes, all rights and obligations in connection with the Uncertificated VRR
Interest under this Agreement; (ii) the transferor of the Uncertificated VRR Interest has executed and delivered to the Certificate
Administrator a certification in the form of Exhibit H-6 hereto, which certification must (x) be countersigned by the applicable
Retaining Party (if different than the transferor), the Retaining Sponsor and the Depositor and (y) include a medallion stamp
guarantee of such Retaining Party; and (iii) the transferee of the Uncertificated VRR Interest has executed and delivered to the
Certificate Administrator a certification in the form of Exhibit H-7 hereto, which certification must (x) be countersigned
by the applicable Retaining Party, the Retaining Sponsor and the Depositor, (y) include a medallion stamp guarantee of such Retaining
Party and (z) include wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement
to the contrary, no Person shall have any rights hereunder with respect to the Uncertificated VRR Interest unless (i) such Person
is GS Bank, or (ii) in the case of any Majority Owned Affiliate of GS Bank, such Person is identified in writing to the Certificate
Administrator as being the Uncertificated VRR Interest Owner, or (iii) in the case of any subsequent transferee, such Person is
identified as being the Uncertificated VRR Interest Owner on the ownership registry. The Certificate Administrator, the other
parties to this Agreement and the Certificateholders shall be entitled to treat the Uncertificated VRR Interest Owner (in the
case of any subsequent Uncertificated VRR Interest Owner, as recorded on such ownership registry) as the owner in fact thereof
for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the Uncertificated VRR Interest
on the part of any other Person. Any transfer of an interest in the Uncertificated VRR Interest that is not in compliance with
this Section 5.3(q)(i) or Section 5.3(n) shall be null and void ab initio to the extent permitted under applicable
law.


 


(ii)       GS
Bank and any subsequent Uncertificated VRR Interest Owner shall be deemed by virtue of its acceptance of the Uncertificated VRR
Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt
Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement,
the Uncertificated VRR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate
Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under
applicable law to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without
limiting the effect of the foregoing, (a) if the Uncertificated VRR Interest Owner is created or organized under the laws of the
United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing
to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if the Uncertificated VRR Interest Owner is not
created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of
interest or other amounts by the borrowers is treated for United States income tax purposes as derived in whole or part from sources
within the United States, the Uncertificated VRR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing
to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E
or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Uncertificated VRR Interest Owner,
as evidence of the Uncertificated VRR Interest Owner’s exemption from the


 






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withholding of United States tax with respect
thereto. The Certificate Administrator shall not be obligated to make any payment hereunder to the Uncertificated VRR Interest
Owner in respect of the Uncertificated VRR Interest or otherwise until the Uncertificated VRR Interest Owner shall have furnished
to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.3(q)(ii).





 


5.4           Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of
any new Certificate under this Section 5.4, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


5.5           Persons
Deemed Owners. The Servicer, the Special Servicer, the 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 none of the
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar or 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 with an Investor Certification substantially in the form of Exhibit K-1 from a Non-Restricted Privileged Person
(including a Beneficial Owner or prospective transferee), such party to this Agreement shall distribute such report, statement
or other information to such Non-Restricted Privileged Person.


 


5.6           Access
to List of Trust Interest Owners’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Trust
Interest Owners. If any Trust Interest Owner that has provided an Investor Certification substantially in the form of Exhibit
K-1 (a) requests in writing from the Certificate Registrar a list of the names and addresses of Trust Interest Owners, (b)
states that such Trust Interest Owner desires to communicate with other Trust Interest Owners with respect to its rights under
this Agreement or under the Trust Interests and (c) provides a copy of the communication which such Trust Interest Owner proposes
to transmit, then the Certificate Registrar shall, within ten Business Days after the receipt of such request, afford such Trust
Interest Owner access during normal business hours to a current list of the Trust Interest Owners. Every Trust Interest Owner,
by receiving and holding a Trust Interest, agrees that the Certificate Registrar and the Certificate Administrator shall not be
held accountable by reason of the disclosure of any such information as to the list of the Trust Interest Owners


 






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hereunder, regardless
of the source from which such information was derived. The Depositor, the Servicer, the Special Servicer and the Trustee shall
be entitled to a list of the names and addresses of Trust Interest Owners from time to time upon request therefor.


 


Upon
the written request of any Trust Interest Owner that (a) has provided an Investor Certification substantially in the form of Exhibit
K-1, (b) states that such Trust Interest Owner desires the Certificate Administrator to transmit a notice to all Trust Interest
Owners stating that such Trust Interest Owner wishes to be contacted by other Trust Interest Owners, setting forth the relevant
contact information and briefly stating the reason for the requested contact (a “Special Notice”) and (c) provides
a copy of the Special Notice which such Trust Interest Owner proposes to transmit, the Certificate Administrator shall post such
Special Notice to the Certificate Administrator’s Website pursuant to Section 8.14(b) and shall mail such Special
Notice to all Trust Interest Owners (other than any Trust Interest Owner that is a Borrower Related Party, an Affiliate of a Borrower
Related Party or a Property Manager or an agent of one or more of the foregoing) at their respective addresses appearing on the
Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any such Special Notice
shall be borne by the party requesting such Special Notice. Every Trust Interest Owner, by receiving and holding a Trust Interest,
agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Trust Interest Owners, regardless of the information set forth in such Special Notice.


 


5.7           Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Trust Interests 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 Trust Interest Owners and the
Borrower Parties of any change in the location of the Certificate Register or any such office or agency.


 


6.            THE
DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1           Respective
Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the Special Servicer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


6.2           Merger
or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep
in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance
with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any
Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business
of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder,
and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without
the execution or filing of any


 






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paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating
on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency
Confirmation delivered to the Certificate Administrator and the Trustee.


 


Notwithstanding
the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such
Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from
any Rating Agency.


 


6.3           Limitation
on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer,
the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents
shall be under any liability to the Trust, the Trust Interest Owners or any Companion Loan Holder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction
of the Trust Interest Owners and/or any Companion Loan Holder, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach
of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith
or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder.
The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers,
partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective
directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified
by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement,
the Mortgage Loan, the Property, the Trust Interests (except as any such claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed
pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by
it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder.
Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None
of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense
or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion,
undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect
of this Agreement and the rights and duties of the parties


 






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hereto and the interests of the Trust Interest Owners hereunder. In
such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and
the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the
Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor
of any of the Trust Interests or of the proceeds of such Trust Interests or for the use or application by the Certificate Administrator
of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution
Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained
by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator
or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer
in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer
in its commercial capacity).


 


In
addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special
Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein
on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special
Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient
of such information are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the
accuracy thereof.


 


(b)           The
Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Trustee or
the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations
of the Servicer and the Special Servicer, the Trustee and the Certificate Administrator under this Agreement. In addition, in
no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC®
Licensing Fee to CREFC® (as described in Section 3.4(c)), to report any such CREFC®
Licensing Fee so paid (as described in Section 4.4(a)) or to make available any Distribution Date Statement to any person
(including, without limitation, CREFC®) (as described in Section 3.21).


 


(c)            In
order to comply with Applicable Laws, the Servicer may be required to obtain, verify and record certain information relating to
individuals and entities that maintain a business relationship with the Servicer. Accordingly, each of the parties hereto agrees
to provide to the Servicer, upon its request from time to time, such identifying information and documentation as may be available
for such party in order to enable the Servicer to comply with Applicable Laws.


 


6.4           Servicer
and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation
permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations
under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and
obligations under this Agreement to any Person or to an entity, provided that:


 






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(i)        the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing
institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States
or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the
Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the
Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by
the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C)
shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section
2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably
acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling
Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative,
the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor
and the Trustee;


 


(ii)       Rating
Agency Confirmation has been received;


 


(iii)      the
Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose
prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)     the
rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;


 


(v)      the
Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust,
and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and


 


(vi)     the
Person accepting such assignment and delegation may not be a Borrower Restricted Party.


 


Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder.


 


(b)           Subject
to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations
and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under
applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination
permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel
delivered to the Depositor, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation
Period, the Controlling Class Representative. No resignation by the Servicer or the


 






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Special Servicer, as applicable, under this
Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have
assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance
with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor
special servicer in accordance with the Section 7.1(d).


 


(c)           Notwithstanding
the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer
is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the
Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting
Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No
resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor
Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance
with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor
Special Servicer in accordance with Section 7.1(d).


 


(d)           If
the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the
Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer
would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
Servicer other than itself or an Affiliate pursuant to this Section 6.4, 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 Servicer
that meets the requirements of this Section 6.4.


 


6.5           Policies
and Procedures.


 


Each
of the Servicer and the Special Servicer shall be required to maintain reasonable policies and procedures, taking into account
the nature of its respective business, to ensure that divisions and individuals of the Servicer or the Special Servicer, as applicable,
making Investment Decisions (such divisions and individuals, “Investment Personnel”) shall not obtain Confidential
Information from the divisions and individuals of the Servicer or the Special Servicer, as applicable, who are involved in the
performance of the duties of the Servicer or the Special Servicer, as applicable, (such divisions and individuals, “Servicing
Personnel”), under this Agreement, and the Servicing Personnel shall not obtain information regarding investments from
Investment Personnel. Each of the Servicer and the Special Servicer shall represent that policies and procedures restricting the
flow of information exist, and shall be maintained by it, between its Investment Personnel, on the one hand, and its Servicing
Personnel, on the other, and that such barriers operate in both directions so as to include (a) a barrier against the disclosure
of Confidential Information from such Servicing Personnel to such Investment Personnel and (b) policies and procedures against
the disclosure of information regarding investments from Investment Personnel to Servicing Personnel. The senior management each
of the Servicer and the Special Servicer, as applicable, and/or its affiliate (consisting of the person who heads CMBS servicing
at it and management personnel of it and/or its affiliates who report (directly or indirectly) to such person) who have obtained
Confidential Information in the course of their


 






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exercise of general managerial responsibilities may not participate in or use
that information to influence Investment Decisions, nor may they pass that information to others for use in such activities; nor
may such senior management personnel who have obtained information regarding investments in the course of their exercise of general
managerial responsibilities use that information to influence servicing decisions or strategies or otherwise affect the manner
in which the Servicer and the Special Servicer, as applicable, performs its servicing duties. Each of the Servicer and the Special
Servicer, as applicable, shall be required to maintain procedures that are designed to result in compliance with such policies.
Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer or the Special Servicer of information
or reports as required by, and in accordance with, this Agreement shall not constitute a violation or default of this Section
6.5.


 


The
Servicer and the Special Servicer shall afford the Trustee (on behalf of the Trust Interest Owners), and the Depositor, upon reasonable
notice, during normal business hours reasonable access to all non-confidential, non-proprietary records, including those in electronic
form, documentation, records or any other information regarding the Mortgage Loan that are in its possession or control hereunder
and access to its officers responsible therefor. The Depositor shall not have any responsibility or liability for any action or
failure to act by the Servicer or the Special Servicer and is not obligated to supervise the performance of the Servicer and the
Special Servicer under this Agreement or otherwise.


 


6.6           Indemnification
by the Servicer, the Special Servicer and the Depositor.


 


(a)           Each
of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust
from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related
costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of any material
representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer,
the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Trust Interest Owners under
this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited
to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part
of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent
disregard of its obligations and duties under this Agreement.


 


(b)           Each
of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section
6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion
Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section
6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful
misconduct) that the applicable


 






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Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful
misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such
Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance
of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder.
Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination
of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust),
the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant
to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor,
the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to
such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the
Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted
with negligence, bad faith or willful misconduct in connection with the conduct in question.


 


7.            SERVICER
TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES


 


7.1           Servicer
Termination Events; Special Servicer Termination Events.


 


(a)           “Servicer
Termination Event,” or “Special Servicer Termination Event” wherever used herein with respect to
the Servicer or the Special Servicer, as the case may be, means any one of the following events whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body:


 


(i)        any
failure by the Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other
than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement unless
cured by 11:00 a.m. (New York time) on the first Business Day following the date on which such remittance was required to be made;


 


(ii)       any
failure of the Servicer (a) to make any Monthly Interest Payment Advance required to be made pursuant to this Agreement on or
prior to the applicable Remittance Date that is not cured by 11:00 a.m. (New York time) on the related Distribution Date, (b)
to make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date
that is not cured by 11:00 a.m. (New York time) on the related Distribution Date, or (c) to make any Property Protection Advance
required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for 10 Business Days
(or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real
estate taxes or ground rents) following the date on which the Servicer receives notice thereof;


 






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(iii)      any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall
continue unremedied for a period of 30 days after the date on which written notice of such failure shall have been given to the
Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable, and
Trustee by the Holders of Principal Balance Certificates having greater than 25% of the Voting Rights of all then outstanding
Principal Balance Certificates or, if affected thereby, by any Companion Loan Holder; provided, however, that with
respect to any such failure that is not curable within such 30-day period, the Servicer or the Special Servicer, as applicable,
shall have an additional cure period of 30 days to effect such cure so long as the Servicer or the Special Servicer, as applicable,
has commenced to cure such failure within the initial 30-day period and has provided the Trustee with an Officer’s Certificate
certifying that it has diligently pursued, and is continuing to diligently pursue, such cure;


 


(iv)     a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; provided, however,
with respect to any such decree or order that cannot be discharged, dismissed or stayed within such 60 day period, the Servicer
or the Special Servicer, as applicable, shall have an additional period of 30 days to effect such discharge, dismissal or stay
so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the initial 60 day
period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


(v)       the
Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator or
liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or
similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


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


 


(vii)    with
respect to the Servicer, the 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; or


 






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(viii)    a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the
Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within
60 days of such event); or


 


(ix)      so
long as any Other Securitization Trust is subject to Exchange Act reporting requirements, the Servicer or Special Servicer, as
applicable, or a primary servicer, subservicer or servicing function participant (such entity, the “Sub-Servicing Entity”)
retained by the Servicer or Special Servicer fails to deliver the items required to be delivered by this Agreement to enable such
Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the timeframe set forth for
delivery in Article 13 (including any applicable notice and cure period) (and any Sub-Servicing Entity that defaults in
accordance with this clause (x) will be terminated at the direction of the Depositor);


 


provided,
however, that in the event that the Servicer is terminated solely by reason of a Servicer Termination Event described in
clauses (vii) or (viii) above, the Servicer shall, subject to the terms and provisions of Section 7.2(b),
have a limited right to receive the proceeds from any cash offer for the servicing rights by a successor Servicer (net of the
Trustee’s “out of pocket” expenses incurred in connection with obtaining such offer and accomplishing the servicing
transfer) so long as a successor Servicer is identified within 45 days of the termination of the Servicer.


 


(b)           Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall upon actual knowledge
by a Responsible Officer promptly notify the Certificate Administrator in writing and the Certificate Administrator shall (i)
post such notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), (ii) provide such notice
to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant
to Section 8.14(b), (iii) provide notice to the Companion Loan Holders, and (iv) provide notice to the Trust Interest Owners
by mail, to the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer
Termination Event, as applicable, shall have been cured or waived. For the avoidance of doubt, (i) the occurrence of a Servicer
Termination Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with
respect to the Special Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence
of a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer
Termination Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event. In no
event will the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination
Event or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the
case may be, has received written notice of, or has actual knowledge of, such Servicer Termination Event or Special Servicer Termination
Event.


 






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(c)           If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, (ii) upon the written direction of Holders of Principal Balance Certificates having at least 25% of the Voting Rights of
the Principal Balance Certificates of, if affected thereby, any Companion Loan Holder or (iii) upon the written direction of a
Risk Retention Consultation Party (but solely in the case of a Servicer Termination Event with respect to the Special Servicer),
the Trustee shall terminate all of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this
Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued
and owing to the Servicer or Special Servicer under this Agreement with respect to periods prior to the date of such termination
and the right to indemnification under this Agreement), and in and to the Mortgage Loan and the proceeds thereof by notice in
writing to the Servicer or the Special Servicer, as applicable; provided that, notwithstanding anything to the contrary,
if a Servicer Termination Event or Special Servicer Termination Event, as applicable, under clauses (i), (ii), (iii)
and/or (ix) of Section 7.1(a) only has an adverse effect on a Companion Loan, a Companion Loan Holder or a rating
on any Companion Loan Securities, but has no adverse effect on the Trust Loan, the Certificateholders or a rating on any of the
Certificates, then (A) the Servicer or the Special Servicer, as applicable, shall not be terminated by the Trustee pursuant to
clause (i) above of this sentence or upon the written direction of the Holders of Certificates pursuant to clause (ii)
above of this sentence, and (B) (x) with respect to a Servicer Termination Event or Special Servicer Termination Event under
clause (ix) of Section 7.1(a), the related Other Depositor or (y) with respect to a Servicer Termination Event or
Special Servicer Termination Event under clauses (i), (ii), (iii) and/or (ix) of Section 7.1(a),
the related affected Companion Loan Holder, shall be able to require termination of the Servicer or Special Servicer, as applicable,
pursuant to clause (ii) above of this sentence. Upon any termination of the Servicer or the Special Servicer, as applicable,
and appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall notify the Companion
Loan Holders and the Certificate Administrator and the Certificate Administrator shall, as soon as possible, post such notice
thereof on the Certificate Administrator’s Website and provide the same to the 17g-5 Information Provider who shall post
notice thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, give written
notice via email to the Servicer or Special Servicer, as applicable, the Companion Loan Holders, the Depositor and the Trust Interest
Owners by mail to the addresses set forth in the Certificate Registrar. Notwithstanding anything herein to the contrary, the Depositor
shall have the right, but not the obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination
Event of which the Depositor becomes aware. A Consenting Party shall have the right to appoint a successor Special Servicer following
any Special Servicer Termination Event.


 


(d)           Any
applicable Consenting Party shall have the right to direct the Trustee to terminate the Special Servicer (subject to such terminated
Special Servicer’s rights to indemnification, payment of outstanding fees, and other rights set forth in this Agreement
which survive termination), upon at least ten (10) Business Days’ prior notice, with or without cause, and such Consenting
Party shall have the right to, and shall, appoint a successor Special Servicer who shall execute and deliver to the other parties
hereto an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees
to assume and perform punctually the duties of the Special Servicer specified in this Agreement; provided that, prior to the termination
of the existing Special Servicer, such Consenting Party (A) shall have obtained (at


 






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no expense to the Trust) a Rating Agency Confirmation
from the Rating Agency as to the proposed successor Special Servicer prior to the termination of the existing Special Servicer
and delivered it to the Trustee and provided notice to the Servicer (including the full new contact information) and (B) shall
(at no expense to the Trust or any related Other Securitization Trust) have obtained and delivered 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 the proposed successor Special Servicer. The Special Servicer shall
not be terminated pursuant to this paragraph until a successor Special Servicer shall have been appointed. The applicable
Consenting Party shall pay any costs and expenses incurred by the Trust in connection with the removal and appointment of a Special
Servicer pursuant to this paragraph (unless such removal is based on any of the events or circumstances set forth in Section
7.1(a)). During any CCR Consultation Period and any CCR Consultation Termination Period, upon (i) the written direction of
Holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights of the Principal Balance Certificates
requesting a vote to terminate and replace the Special Servicer with a proposed successor Special Servicer that is a Qualified
Replacement 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, (iii) delivery by such holders to
the certificate administrator (if any) and the trustee for each Other Securitization Trust (with a copy to the Certificate Administrator
and the Trustee) of a Companion Loan Rating Agency Confirmation with respect to the appointment of such new special servicer (which
Companion Loan Rating Agency Confirmation shall be obtained at the expense of such holders) and (iv) delivery by such Certificateholders
to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency with respect to the appointment
of such new special servicer (which confirmation shall be obtained at the expense of such holders), the Certificate Administrator
shall promptly provide written notice thereof to all Certificateholders by posting such notice on the Certificate Administrator’s
Website pursuant to Section 8.14(b) and by mailing at their addresses appearing in the Certificate Register. Upon the affirmative
vote to so terminate and replace the Special Servicer of the Holders of Principal Balance Certificates evidencing (i) at least
51% of the Voting Rights allocable to the applicable Certificateholder Quorum or (ii) more than 50% of the Voting Rights allocable
to the Non-Reduced Certificates, the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of
the rights and obligations of the Special Servicer under this Agreement and appoint the successor Special Servicer designated
by such Certificateholders (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding
fees, reimbursement of Advances (and Advance Interest) and other rights set forth in this Agreement which survive termination);
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 written direction shall have no force and effect. The Certificate Administrator shall notify the
Servicer via email of any such replacement Special Servicer (including the contact information for such successor to the extent
the Certificate Administrator has received such information). The provisions set forth in the foregoing sentences of this paragraph
shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The
Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions.
As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled
in their sole discretion to vote for the termination or not vote for the termination of the


 


 



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Special Servicer. The Holders of the
Certificates that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with
the removal and replacement of the Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on
each Distribution Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s
Website and that each Certificateholder may register to receive email notifications when such notices are posted thereon.


 


(e)           [Reserved]


 


(f)            In
the event that the Servicer or the Special Servicer is terminated pursuant to this Section 7.1, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or the Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Borrower Parties), terminate all of its rights and obligations under this Agreement and
in and to the Mortgage Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder
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 with respect to periods prior to the date of such termination and the right to the benefits
of Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated Party of such written notice,
subject to the foregoing, all of its authority and power under this Agreement, whether with respect to the Certificateholder (except
that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section
(absent the appointment of an alternative successor, and such successor’s assumption of obligations hereunder, including,
without limitation, in the case of the Special Servicer, a successor designated by the Controlling Class Representative during
any CCR Control Period) and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loan and related documents, or otherwise. The Servicer
and the Special Servicer, as applicable, each agrees that, in the event it is terminated pursuant to this Section 7.1,
or resigns under Section 6.4(b), to promptly (and in any event no later than ten Business Days subsequent to such notice)
provide, at its own expense, the Terminating Party (which term shall include for the purposes of the remainder of this Section
7.1(f), the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the
Special Servicer under Section 6.4(b)) with all documents and records in its possession or under its control relating to
the Mortgage Loan or the Property necessary or appropriate to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section
7.1(f), the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property Account or shall thereafter be received with respect to the Mortgage Loan,
and shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (which may include
the Trustee), as applicable, all documents


 






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and records reasonably requested by it, such documents and records to be provided in
such form as the Terminating Party or such successor Servicer or the Special Servicer, as applicable, shall reasonably request
(including electronic form), to enable it to assume the function of the Servicer or the Special Servicer, as applicable, hereunder.
All reasonable costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred
in connection with transferring the Mortgage Loan File to the Terminating Party or to the successor Servicer or Special Servicer,
as applicable, and amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the
Terminated Party upon presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed
the Terminating Party or such successor Servicer or Special Servicer, as applicable, for such expenses within 90 days after the
presentation of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided
that the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing, in
the event that the Special Servicer is terminated without cause pursuant to Section 7.1(d), all costs and expenses incurred
or payable by the terminated Special Servicer under this Section 7.1 shall be paid by the Controlling Class Representative
or the Holders, as applicable, requesting such termination.


 


7.2           Trustee
to Act; Appointment of Successor.


 


(a)           On
and after the time the Servicer or the Special Servicer, as the case may be, receives a notice of termination pursuant to Section
7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed
under Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by-law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer or the Special Servicer under
Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and, except
as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither
the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities,
duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform,
or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in
providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered
a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer
or Special Servicer, as the case may be, shall be indemnified to the full extent provided to the Servicer or Special Servicer,
as applicable, under this Agreement prior to the Servicer’s or the Special Servicer’s termination. The appointment
of a successor Servicer or Special Servicer, as the case may be, shall not affect any liability of the Terminated Party that may
have arisen prior to its termination as such. The Terminating Party shall not be liable for any of the representations and warranties
of the Terminated Party herein or in any related document or agreement, for any acts or omissions of the Terminated Party or for
any losses incurred in respect of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor
Servicer or Special Servicer be required to purchase the Mortgage Loan hereunder.


 






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None of the Trustee, the Terminating Party,
the successor Servicer or the Special Servicer shall have any responsibility nor shall any of them be in default hereunder or
incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if
any such failure or delay results from the Trustee, the Terminating Party, successor Servicer or successor Special Servicer acting
in accordance with information prepared or supplied by any other Person or the failure of any such Person to prepare or provide
such information. None of the Trustee, the Terminating Party, the successor Servicer or the successor Special Servicer shall have
any responsibility, shall be in default or shall incur any liability (i) for any failure to act by any third party, including
the predecessor Servicer, the predecessor Special Servicer, the current Servicer or Special Servicer (if the successor is not
succeeding to such capacities), the Depositor or the Trustee or for any inaccuracy or omission in a notice or communication received
by the successor from any third party or (ii) which is due to or results from the invalidity, unenforceability of the Mortgage
Loan, Mortgage Loan Agreement or any other agreement under applicable law; provided that nothing herein shall in any way diminish
the duty of the Terminated Party to perform its obligations under Section 7.1(f). As compensation therefor, the Terminating
Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all compensation with respect to the
Mortgage Loan to which the Terminated Party would have been entitled that accrues after the date of the Terminating Party’s
succession to which the Terminated Party would have been entitled if it had continued to act hereunder and, in the case of a successor
Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or
shall, if it is unable to so act, or if the Holders of Regular Certificates having greater than 25% of the aggregate Voting Rights
of all then outstanding Regular Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating
Agencies as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating
Agencies do not provide written confirmation that the succession of the Trustee as Servicer or Special Servicer, as the case may
be, shall not cause a downgrade, qualification or withdrawal of the then current ratings of the Certificates, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established loan servicing institution reasonably satisfactory to
the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the Servicer or the Special
Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the
Servicer or the Special Servicer, as applicable, hereunder. No appointment of a successor to a Terminated Party hereunder shall
be effective until the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall be prohibited by-law from
so acting, the Trustee shall act in the applicable capacity as herein above provided, notwithstanding, in the case of the Trustee
acting as successor Servicer, any eligibility requirements for a Servicer as set forth in this Agreement. Any appointment or succession
by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Controlling Class Representative’s
right to replace the Special Servicer during any CCR Control Period. In connection with such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loan as
it and such successor shall agree; provided, however, no such compensation shall be in excess of that permitted
the Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations
of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted
the Terminated Party shall be paid pursuant to Section 3.4(c). The


 


 



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Depositor, the Trustee, the Servicer (as applicable),
the Special Servicer (as applicable) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning Servicer or terminated Servicer,
as the case may be, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s
compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint
a successor to the resigning Servicer or terminated Servicer, as the case may be, other than itself or an Affiliate pursuant to
this Section 7.2, 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 Servicer that meets the requirements of this Section 7.2.


 


(b)           Notwithstanding
Section 7.1(b) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer Termination Event
under Section 7.1(a)(vii) or Section 7.1(a)(viii) and the terminated Servicer provides the Trustee with the appropriate
“request for proposal” materials within five (5) Business Days after such termination, then such Servicer shall continue
to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such “request
for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to be the successor
Servicer under this Agreement from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with
Section 6.4 and this Section 7.2 for which the Trustee has received a Rating Agency Confirmation (any such Person
so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many
Persons as the Trustee can determine are Qualified Bidders; provided, however, that (i) at the Trustee’s request,
the terminated Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee
shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to be the successor Servicer
under this Agreement. The Trustee shall have no obligation and shall have no liability or responsibility for the information in
the bid materials. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Servicer with respect to the Mortgage Loan, and to agree to be bound by the terms hereof, within
45 days after the receipt by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis
of such successor Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to service the Mortgage Loan at
a sub-servicing fee rate per annum equal to the Retained Servicing Fee Rate (each, a “Servicing-Retained Bid”)
and (ii) on the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the
highest cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The
Successful Bidder shall enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid
was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no
later than 45 days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder, and upon the payment of the proceeds by the Successful Bidder to the Certificate Administrator,
the Certificate Administrator shall remit or cause to be remitted to the terminated Servicer the amount of such cash bid received
from the Successful Bidder (net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring
servicing).


 






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(c)           In
order to induce a party other than itself or one of its Affiliates to submit a Servicing-Retained Bid, the Trustee may reduce
the fee paid to a sub-servicer pursuant to Section 7.2(b) above to the extent reasonably necessary to appoint a successor
other than itself or an Affiliate.


 


7.3           Notification
to Trust Interest Owners, the Depositor and the Rating Agencies.


 


(a)           Upon
any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment of
a successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
Uncertificated VRR Interest Owners, the Depositor and the Rating Agencies.


 


(b)           Within
thirty days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Trust
Interest Owners, the Depositor and to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information Provider’s
Website) (in electronic form reasonably acceptable to the 17g-5 Information Provider) notice of such Servicer Termination Event
or Special Servicer Termination Event, as the case may be, unless the Certificate Administrator shall have received notice that
such Servicer Termination Event or Special Servicer Termination Event shall have been cured or waived.


 


7.4           Other
Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event,
as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as trustee of an
express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Trust Interest Owners and the 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 Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant
to Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 


7.5           Waiver
of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Certificates evidencing
not less than 66 and 2/3% of the Voting Rights of all then outstanding Certificates (and, if affected by the related default,
the Companion Loan Holders) may, on behalf of all Certificateholders (and the Companion Loan Holders) and upon adequate indemnification
of the Trustee by the requesting Holders of Certificates, waive any default by the Servicer or the Special Servicer in the performance
of its obligations hereunder and its consequences, except a default in making any required deposits (including Monthly Interest


 






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Payment Advances) to or payments from the Collection Account, the Distribution Account or any Foreclosed Property 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 the related Servicer Termination Event or Special Servicer Termination Event arising therefrom shall
be deemed to have been remedied for every purpose under this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right related thereto.


 


7.6           Trustee
as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances,
the Trustee shall, subject to the provisions of Section 3.23 of this Agreement, perform such obligations (w) within five
(5) Business Days (or such shorter period (but not less than one Business Day) as may be required, if applicable, to avoid any
lapse in insurance coverage required under the Mortgage Loan Documents or this Agreement with respect to the Property or to avoid
any foreclosure or similar action with respect to the Property by reason of failure to pay real estate taxes, assessments, ground
rents or governmental charges) of a Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer with
respect to Property Protection Advances and Administrative Advances and (x) by 12:00 noon (New York time) on the related Distribution
Date with respect to Monthly Interest Payment Advances. With respect to any such Advance made by the Trustee, the Trustee shall
succeed to all of the Servicer’s rights with respect to Advances hereunder, including, without limitation, the rights of
reimbursement and interest on each Advance at the Advance Interest Rate, and rights to determine that a proposed Advance is a
Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by such Servicer’s default
in its obligations hereunder and further subject to the Trustee’s standard of good faith judgment); provided, however,
if Advances made by the Trustee and the Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued
and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Servicer for such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively
rely on any notice given by the Servicer with respect to a Nonrecoverable Advance hereunder.


 


8.            THE
TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


8.1           Duties
of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event
or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust to perform
such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special
Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties
hereunder. In case a Servicer Termination Event or a Special Servicer Termination Event, as the case may be, has occurred (which
has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such of the
rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise, as a prudent
institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any permissive
right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for
other than the negligence, bad faith, fraud or willful misconduct


 






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on the part of the Trustee in the exercise of such right. 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 and the Certificate Administrator shall not be answerable for other than the negligence,
bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee
(or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage
Loan on behalf of the Trust Interest Owners and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents;
provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the
Servicer or Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)           Subject
to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate
Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause
to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the
extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall
be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by
any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to
this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material
manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s,
as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)           Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator
from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance
with this Agreement, or its own willful misconduct or bad faith; provided, however:


 


(i)        no
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each
of the Trustee and the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and/or the Certificate
Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and
to have been duly executed by the proper authorities respecting any matters arising hereunder;


 


(ii)       neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator
or such Responsible Officer was negligent in ascertaining the pertinent facts;


 






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(iii)       neither
the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the
Trustee or the Certificate Administrator, under this Agreement;


 


(iv)      neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer
to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to
in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator,
as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as
applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates
evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;


 


(v)      neither
the Trustee nor the Certificate Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the
Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator,
as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency;


 


(vi)      neither
the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided
to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Trust
Interests is required to maintained on a confidential basis; and


 


(vii)    for
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action
with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or
Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such
actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that
there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event.


 


(d)           None
of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend
or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the
manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect
to the Trustee, during


 






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such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything
contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection
with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate
Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee
and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate
Administrator hereunder, as applicable.


 


8.2           Certain
Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section 8.1:


 


(i)       each
of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)       each
of the Trustee and the Certificate Administrator may consult with counsel and accountants, and any 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 Opinion of Counsel;


 


(iii)       neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Trust Interest Owners, pursuant to the provisions of this Agreement, unless such Trust Interest Owner
shall have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby;
provided, however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence
of a Servicer Termination Event or a Special Servicer Termination Event, as the case may be (which has not been cured or waived),
to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;


 


(iv)      neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)       prior
to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing or waiver
of such Servicer Termination Event or Special Servicer Termination Event, as applicable, that may have


 






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occurred, neither the Trustee
nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, if
the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely
to be incurred by either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement,
the Trustee or the Certificate Administrator, as applicable, may require indemnity reasonably satisfactory to it against such
costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall
be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination
Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders
requesting the investigation;


 


(vi)     each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys selected by it with due care but shall not be relieved of its obligations
by virtue of the use of any such agent or attorney;


 


(vii)     no
provision of this Agreement or of the Certificates shall require the Trustee or the Certificate Administrator to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it;


 


(viii)   the
Certificate Administrator shall not be liable for any loss on any investment of funds made by it pursuant to the terms of this
Agreement other than as set forth in Section 3.8 (and other than investments made with the Certificate Administrator as
an obligor on such investments in its individual commercial capacity);


 


(ix)      neither
the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution
and performance of its duties hereunder;


 


(x)       neither
the Trustee nor the Certificate Administrator, as applicable, hereunder shall be personally liable hereunder by reason of any
act or failure to act of any predecessor or successor Trustee or Certificate Administrator, as applicable, hereunder.


 


(b)           Following
the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund
not specifically contemplated by this Agreement.


 






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(c)           All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.


 


(d)           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 (“Applicable Laws”), each of the Trustee and the Certificate Administrator is required
to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship
with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties 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 to comply with Applicable Laws.


 


8.3           Neither
the Trustee nor the Certificate Administrator is Liable for Trust Interests or the Mortgage Loan. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the Certificate Administrator
assume no responsibility for their correctness. The Trustee and the Certificate Administrator make no representations as to the
validity or sufficiency of this Agreement (other than its execution of this Agreement), the Trust Interests or of the Mortgage
Loan or related documents except as expressly set forth herein. Neither the Trustee nor the Certificate Administrator shall be
liable for any action or failure to take any action by a Loan Seller under the related Trust Loan Purchase Agreement, including,
without limitation, in connection with any failure of the Loan Sellers to properly prepare each of the documents and/or instruments
referred to in clauses (B), (C), (D), (L), (M) and (N) of the definition of Mortgage Loan File in Section 2.1(b),
and neither the Trustee nor the Certificate Administrator shall be required to take any action in connection with such action
or failure of such Loan Seller (except to the extent otherwise expressly required pursuant to this Agreement). The Trustee and
the Certificate Administrator shall not be liable for any action or failure of any action by the Depositor, the Servicer or the
Special Servicer hereunder. The Trustee and the Certificate Administrator shall not at any time have any responsibility or liability
for or with respect to the legality, ownership, title, recordability, collectability, suitability, genuineness, validity or enforceability
of any of the Mortgage or any other Collateral Security Documents or the Mortgage Loan, or the perfection, sufficiency and priority
of the Mortgage or any other Collateral Security Documents or the maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Trust Interest Owners under
this Agreement, including, without limitation, the existence, condition and ownership of the Property; the existence and enforceability
of any hazard insurance thereon; the validity of the assignment of the Mortgage Loan to the Trust; the performance or enforcement
of the Mortgage Loan (other than with respect to the Servicer or the Special Servicer, if the Trustee shall assume the duties
of the Servicer and/or the Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent of the obligations
of the Servicer or the Special Servicer, as applicable, hereunder); the


 






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compliance by the Depositor, the Borrower Related Parties,
the Servicer and the Special Servicer with any warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation made under this Agreement or in any related document prior to the Trustee’s
or the Certificate Administrator’s, as applicable, receipt of notice or other discovery of any noncompliance therewith or
any breach thereof; any investment of monies by or at the direction of the Servicer or the Special Servicer or any loss resulting
therefrom (other than investments made with the Trustee or the Certificate Administrator in its commercial capacity); the failure
of the Servicer, the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action
by the Trustee or the Certificate Administrator taken at the direction of the Servicer or the Special Servicer (other than with
respect to the Trustee, if the Trustee shall assume the duties of the Servicer or the Special Servicer); provided, however,
the foregoing shall not relieve the Trustee or the Certificate Administrator of its obligation to perform its duties under this
Agreement. Except with respect to a claim based on the Trustee’s or the Certificate Administrator’s, as applicable,
negligent action, negligent failure to act or willful misconduct (or such other standard of care as may be provided herein with
respect to any particular matter), no recourse shall be had for any claim based on any provisions of this Agreement, the Trust
Interests, the Mortgage, the Property, the Collateral Security Documents or the Mortgage Loan or assignment thereof against the
Trustee or the Certificate Administrator in their individual capacity, the Trustee and the Certificate Administrator shall not
have any personal obligation, liability or duty whatsoever to any Trust Interest Owner or any other Person with respect to any
such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided
in this Agreement. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing any financing
or continuation statements in any public office at any time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have
become the successor Servicer or Special Servicer). Neither the Trustee nor the Certificate Administrator shall be accountable
for the use or application by the Depositor of any of the Trust Interests or of the proceeds of such Trust Interests or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loan to the Trust, or for the
use or application of any funds deposited in or withdrawn from the Collection Account or any account maintained by or on behalf
of the Servicer (except to the extent that the Collection Account is held by the Trustee or the Certificate Administrator in their
commercial capacities), or for investment of such amounts (other than investments made with the Trustee or the Certificate Administrator
in their commercial capacities).


 


Neither
the Trustee nor the Certificate Administrator, by reason of the action or inaction of a Responsible Officer or Responsible Officers
of the Trustee or the Certificate Administrator, as applicable, nor any of their respective directors, officers, employees, Affiliates
or agents shall have any liability to the Trust, the Trust Interest Owners or the Companion Loan Holders for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement, for actions taken or not taken at the
direction of the Trust Interest Owners or the Companion Loan Holders or for errors in judgment; provided, however,
this provision shall not protect the Trustee, the Certificate Administrator or any such Person against any liability which would
otherwise be imposed by reason of negligence, bad faith or willful misconduct of the Trustee, the Certificate Administrator or
any such Person, as applicable. Except with respect to any fidelity bond required pursuant to Section 8.6, the Trustee
and the Certificate Administrator will not be required to post any kind of bond or surety in connection with the execution and


 






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performance of its duties under this Agreement. In no event will the Trustee or the Certificate Administrator, as applicable,
be liable for punitive, special, 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, or be liable for any failure or delay in the performance of its obligations hereunder due to force majeure or
acts of God. Subject to Section 8.12(a), the Trustee, the Certificate Administrator and any of their respective directors,
officers, employees, Affiliates or Controlling Persons shall be indemnified pursuant to Section 3.4(c) out of amounts on
deposit in the Collection Account, and held harmless against any and all claims, losses, liabilities, demands, foreclosures, damages,
penalties, fines, forfeitures, legal fees, liabilities or expenses and related costs, judgments or other costs, liabilities or
expenses incurred in connection with or related to the Trustee’s or the Certificate Administrator’s performance of
their respective powers and duties under this Agreement (including, without limitation, performance under Section 8.1 hereof);
provided, however, this provision shall not protect the Trustee, the Certificate Administrator or any such Person
against, or provide any of them indemnification for, any liability which would otherwise be imposed by reason of negligence, bad
faith or willful misconduct of the Trustee, the Certificate Administrator or any such Person. The indemnification provided hereunder
shall survive the resignation or removal of the Trustee or the Certificate Administrator, as applicable, and the termination of
this Agreement. Anything herein to the contrary notwithstanding, the Trustee shall be responsible for its acts or failure to act
as Servicer and/or the Special Servicer during the time the Trustee is serving as such pursuant and subject to the terms of this
Agreement.


 


Subject
to the terms of this Agreement, except as otherwise provided herein,, neither the Certificate Administrator nor the Trustee will
have any duty (except, with respect to the Trustee, in the capacity as a successor Servicer or successor Special Servicer) (A)
to see to any recording, filing or depositing of any agreement or any financing statement or continuation statement evidencing
a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling
or redepositing thereof, (B) to see to any insurance, and (C) to confirm or verify the contents of any reports or certificates
of the Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as the case may be, reasonably
believed by the Trustee or the Certificate Administrator, as the case may be, to be genuine and to have been signed or presented
by the proper party or parties.


 


8.4           Trustee
and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual
or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 


8.5           Trustee’s
and Certificate Administrator’s Fees and Expenses. As compensation for its activities hereunder, on each Distribution
Date the Certificate Administrator shall be entitled to the Trustee/Certificate Administrator Fee (including that portion which
is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Trustee/Certificate Administrator Fee
includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent. As compensation for
the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which shall be payable out of the Trustee/Certificate
Administrator Fee), which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. The Trustee/Certificate
Administrator Fee (which shall not be limited to any provision of law in





 



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regard to the compensation of a trustee of an express
trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise
set forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and
performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. Each of the Trustee’s
and the Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee (including that portion of the Trustee/Certificate
Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be transferred in whole or in part
except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities
and obligations under this Agreement. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all
reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable,
in accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its counsel and of all
Persons not regularly in its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC”
within the meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence,
bad faith or willful misconduct or which is expressly the responsibility of a Trust Interest Owner or a group of Trust Interest
Owners hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section
3.4(c); provided, however, neither the Trustee nor the Certificate Administrator shall refuse to perform any
of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a) so long as payment of such
fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the Certificate Administrator’s,
as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity from the Certificateholders and/or
the Uncertificated VRR Interest Owner, that it has received such indemnity. The Trustee and the Certificate Administrator shall
provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection
with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision
of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for
an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder
unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


8.6           Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee
and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee,
as applicable, and shall not be an Affiliate of the Borrower, any Loan Seller or the Depositor or an Affiliate of the Servicer
or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer
pursuant to Section 7.2). 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 of 1940, as amended. If a corporation, association or trust company publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for purposes of this Section 8.6(a) the combined capital and surplus of such entity shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business
from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction
that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign
immediately in the manner and with the


 






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effect specified in Section 8.7, (ii) pay such tax from its own funds and continue
as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction
that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in
accordance with the provisions of this Section 8.6(a), the Trustee or the Certificate Administrator, as applicable, shall
resign immediately in the manner and with the effect specified in Section 8.7.


 


(b)           Each
of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s
or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or
the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if
the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-”
by Fitch, then the claims paying ability of the insurer under such applicable error and omissions insurance policy must be rated
at least “A” by Fitch. Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable,
against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall
be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee
or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect, the Trustee
or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing,
but subject to this Section 8.6(b), the Trustee and the Certificate Administrator, as applicable, shall be entitled to
self-insure with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt is
rated at least “A-” by Fitch (or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating
by another NRSRO or (y) no lower than “A-:VIII” by A.M. Best Company, Inc.).


 


8.7           Resignation
and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation to the other
such party, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate
Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post
such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation
by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not
less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect,
and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in
accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment
of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current
ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written
confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate
Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have
accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator,


 






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as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator,
as applicable, at the expense of the Trust.


 


If
at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate
Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the
Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time
the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer
shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as
applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders
of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may
at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator,
as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized,
one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special
Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to
the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment
by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information
Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as
applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses
and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator,
as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant
to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders
of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this
paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the
other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of
the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further,
that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more
than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay
all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of
the terminated party to a successor trustee or certificate administrator, as applicable.


 






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Any
resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.


 


8.8           Successor
Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed as provided
in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and its predecessor
trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the representations
and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Sections 2.3 and 2.4,
respectively, and thereupon the resignation or removal of the predecessor trustee or certificate administrator shall become effective
and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or certificate administrator herein. The predecessor Certificate Administrator shall deliver or cause to be delivered
to the successor Certificate Administrator, as applicable, the Mortgage Loan File and related documents and statements held by
it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor trustee or certificate administrator shall
execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting
and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and obligations, subject,
however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this
Agreement.


 


No
successor Trustee or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such
acceptance such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and
its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates
(prior to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section, the successor Trustee
or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator hereunder
to all Trust Interest Owners at their addresses as shown in the Certificate Register, the Depositor, the Initial Purchasers, the
Servicer, the Special Servicer, the Companion Loan Holders and the Borrower Parties.


 


No
Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to act of
any predecessor or successor Trustee or of any predecessor or successor Trustee certificate administrator, as applicable, hereunder.


 


8.9           Merger
or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which either may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, and shall be deemed to have assumed all of the liabilities and obligations of the Trustee
or the


 






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Certificate Administrator, as applicable, hereunder, provided that (i) such Person shall be eligible under the provisions
of Section 8.6, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding and (ii) Rating Agency Confirmation shall have been delivered to such Person.


 


8.10         Appointment
of Co-Trustee or Separate Trustee. (a) At any time or times, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Property may at the time be located or in which any action of the Trustee may be required
to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the aggregate, a majority of
the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more individuals
or corporations approved by the Trustee to act as separate trustee or separate trustees or co-trustees, acting jointly with the
Trustee, of all or any part of the Property, to the full extent that local law makes it necessary for such separate trustee or
separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee
shall be paid by the Trust pursuant to Section 3.4(c).


 


(b)           The
Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to
the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed
by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject
to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the
case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of
such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the appointment
of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)           All
provisions of this Agreement which are for the benefit of the Trustee or the Certificate Administrator shall extend to and apply
to (in the case of the Trustee) each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section
8.10, and to the Trustee or the Certificate Administrator, as applicable, in each capacity that it may assume hereunder, including,
without limitation, its capacity as Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as
applicable.


 


(d)           Every
co-trustee and separate trustee hereunder shall, to the extent permitted by-law, be appointed and act and the Trustee shall act,
subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee
in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other
rights, powers, duties and obligations conferred or imposed upon the


 






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Trustee shall be conferred or imposed and exercised or performed
by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such
co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall be exercised
hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee; and (iv) no trustee
hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If,
at any time, the Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute
and deliver all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the
foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations,
duties, or responsibilities in any way or to any degree.


 


(e)           Any
request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such
co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)            Notwithstanding
any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the
Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth in Section 8.6.


 


8.11           Appointment
of Authenticating Agent. (a) The Certificate Administrator may appoint an agent or agents which shall be authorized
to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating Agent”),
and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and obligatory for all
purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this Agreement to the
authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate Administrator
by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating
Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia, authorized under such law to act as Authenticating
Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws to do trust business and
subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall be the Certificate
Administrator.


 






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(b)           Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to
the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, without the execution
or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person shall be
otherwise eligible under this Section 8.11.


 


(c)           An
Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Servicer or
the Special Servicer, as applicable, and the Depositor and the Certificate Administrator. The Certificate Administrator may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer
or the Special Servicer, as applicable, and the Depositor and the Certificate Administrator. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail
written notice of such appointment by first class mail, postage prepaid to all Trust Interest Owners as their names and addresses
appear in the Certificate Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


8.12         Trustee
and Certificate Administrator Indemnification; Third-Party Claims.


 


(a)           Each
of the Trustee and the Certificate Administrator and any director, officer, employee or agent of the Trustee or the Certificate
Administrator, as applicable, shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loan against
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense
(i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms
of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting
from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred in connection
with any legal action or claim against the party seeking indemnification, resulting from any negligence, bad faith or willful
misconduct on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard
of such obligations or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 3.4,
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination
of this Agreement and the termination or resignation of the Trustee and/or the Certificate Administrator, as applicable.


 


(b)           Each
of the Trustee and the Certificate Administrator (each, in such indemnifying capacity and for purposes of this Section 8.12(b),
an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust and each of (other than itself)
the Depositor, the


 






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Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee
or agent or Controlling Person of any of the foregoing Persons (each, in such indemnified capacity and for purposes of this Section
8.12(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful
misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful
misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such
Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance
of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder.
Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination
of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust),
the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant
to this Section 8.12(b); provided, however, that nothing in this Section 8.12(b) shall deprive (i)
the Trustee or the Certificate Administrator of any limitation on its liability or right to indemnification from the Trust provided
to such party as and to the extent provided by Section 8.12(a), or (ii) the Depositor, the Servicer or the Special Servicer
of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided
by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by
the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable
judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct
in connection with the conduct in question.


 


The
17g-5 Information Provider shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon (i) a breach by the 17g-5 Information Provider of its obligations under
this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the 17g-5 Information Provider in the performance
of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Each
of the Authenticating Agent, the Certificate Registrar and the Certificate Administrator shall indemnify the Depositor, the Loan
Seller, any employee, director or officer of the Depositor or any Loan Seller, and the Trust for, and hold each of them harmless
against, any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
or other costs and expenses (including reasonable attorneys’ fees) incurred by such parties as a result of or relating to
a violation of the Exchange Act or the Credit Risk Retention Rules if such violation, in whole or in part, results from or arises
out of a breach by the Authenticating Agent, the Certificate Registrar or the Certificate Administrator, as the case may be, of
any of its obligations under Section 5.2(f) and Section 5.3(j) of this Agreement.


 






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8.13         Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any Distribution Date
and a voluntary prepayment or the payment at maturity by the Borrower Related Parties of the Mortgage Loan or any portion thereof,
the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or the Special Servicer in reliance on notices received from the Borrower Related Parties. In the event of any
inconsistencies in payments or prepayments made by the Borrower Related Parties with the previously delivered notices by the Borrower
Related Parties, all costs and expenses incurred as a result of a failure by the Borrower Related Parties to make any such payments
or prepayment, shall be paid by the Borrower Related Parties in accordance with the Mortgage Loan Agreement provided that the
amount of payment reported to the Depository by the Certificate Administrator was consistent with the information received from
the Servicer or the Special Servicer. If the Borrower Related Parties fail to do so, such costs and expenses shall be reimbursed
to the Certificate Administrator and to the Servicer or the Special Servicer, as applicable, by the Trust pursuant to Section
3.4(c) from funds on deposit in the Collection Account. None of the Certificate Administrator, the Servicer or the Special
Servicer shall be liable for any inability or delay of the Depository to make a distribution as a result of such inconsistencies.
Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as
reasonably possible of any such inconsistencies.


 


8.14         Access
to Certain Information. (a) The Certificate Administrator shall afford or cause to be afforded to any Non-Restricted
Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any Trust Interest Owner, access to any documentation regarding
the Mortgage Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:


 


(i)            the
Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its
behalf);


 


(ii)           the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, and


 


(iii)          all
notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing
revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an
environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or
remediation.


 


Such
access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the
offices of the Certificate Administrator, the Trustee or the Custodian, as applicable.






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The
Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a)
above upon reasonable written request to the Trust Interest Owners. The Certificate Administrator (or a Custodian on its behalf)
may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed
by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the
effect that the Person making the request is a Beneficial Owner or prospective purchaser of Trust Interests, is requesting the
information solely for use in evaluating its investment in the Trust Interests and shall otherwise keep the information confidential.
Trust Interest Owners, by the acceptance of their Certificates or Uncertificated VRR Interest, as applicable, shall be deemed
to have agreed to keep this information confidential.


 


(b)          The
Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of the Distribution
Date Statements, all Privileged Persons), via the Certificate Administrator’s Website, the following items (to the extent
such items were prepared by or delivered to the Certificate Administrator in electronic format to cgcmtcmbs@citi.com):


 


(i)            The
following “deal documents”:


 


(A)          the
Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          the
CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.


 


(ii)          The
following “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


(B)          all
CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate
Administrator pursuant to Section 3.18(a); and


 


(C)          financial
information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance
sheets, statements of cash flow, profit and loss statements and operating budgets) and other periodic Property reports provided
pursuant to Section 3.18(c) (provided they are received by the Certificate Administrator).


 


(iii)          The
following “additional documents”:


 






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(A)          summaries
of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          all
inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)          all
Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(iv)          The
following “special notices”:


 


(A)          any
notice of final payment on the Trust Interests delivered to the Certificate Administrator pursuant to Section 4.1(g);


 


(B)          any
notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section
7.1(c);


 


(C)          any
notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant
to Section 7.1(b);


 


(D)          notice
of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the
Special Servicer pursuant to Section 7.1(d);


 


(E)           any
notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by
the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(F)           any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(G)           any
Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)          any
amendment to this Agreement pursuant to Section 11.1;


 


(I)           any
Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;


 


(J)           all
Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;


 


(K)          any
Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20; and


 






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(L)           identification
of the commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control
Period or CCR Consultation Period;


 


(v)           the
“Investor Q&A Forum” pursuant to Section 4.5(a);


 


(vi)          solely
to Certificateholders, Beneficial Owners of Certificates and the Uncertificated VRR Interest Owner, the “Investor Registry”
pursuant to Section 4.5(b); and


 


(vii)         the
“Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor
regarding any matter related to the Credit Risk Retention Rules.


 


The
foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website
promptly following receipt.


 


The
17g-5 Information Provider shall make available solely to the Rating Agency and to NRSROs the following items to the extent such
items are delivered to it via email at ratingagencynotice@citi.com, specifically with a subject reference of “MAD 2019-650M”
and an identification of the type of information being provided in the body of the email, or via any alternate email address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may
be necessary or beneficial:


 


(i)            any
Asset Status Report delivered by the Special Servicer pursuant to Section 3.10(h);


 


(ii)           any
Environmental Reports delivered by the Special Servicer under Section 3.12(d);


 


(iii)          any
Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;


 


(iv)          any
Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 


(vi)          any
information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(c) (it being understood the 17g-5
Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information
as provided in Section 3.21(c));


 


(vii)          any
notices to the Rating Agency relating to the Servicer’s or Special Servicer’s determination to take action without
receiving a Rating Agency Confirmation as set forth in Section 3.27(a);


 






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(viii)         any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);


 


(ix)           [Reserved];


 


(x)            all
notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee (and appointments of successors to the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee) received by the 17g-5 Information Provider;


 


(xi)           any
transaction documents relating to this transaction delivered to the 17g-5 Information Provider by the Depositor;


 


(xii)          any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement;


 


(xiii)          any
summary of oral communications with the Rating Agency that are delivered to the 17g-5 Information Provider pursuant to Section
8.14(d); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was
with;


 


(xiv)         any
amendment to this Agreement pursuant to Section 11.1;


 


(xv)          notice
of final payments on the Trust Interests;


 


(xvi)         the
Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d);


 


(xvii)        any
notice of amendment of a Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 19 of the
such Trust Loan Purchase Agreement; and


 


(xviii)       any
notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the 17g-5 Information Provider pursuant
to Section 7.1(b).


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
The 17g-5 Information Provider shall post the foregoing information on the 17g-5 Information Provider’s Website on the same
Business Day of receipt of such information if received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New
York City time, on the next Business Day by 12:00 p.m., New York City time, and shall, promptly following the posting of such
information to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each registered Rating
Agency and other NRSRO and (ii) upon request, 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 information on the 17g-5
Information Provider’s Website (provided that if the Servicer or Special Servicer has registered for access to the 17g-5
Information Provider’s Website, such party will automatically receive notification when such item has been posted and no
request shall be required).


 






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Neither
the Certificate Administrator nor the 17g-5 Information Provider shall have any obligation or duty to verify, confirm or otherwise
determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not
anything other than what it purports to be. In the event that any information is delivered or posted in error, the Certificate
Administrator or the 17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website, as applicable. None of the Trustee, the Certificate Administrator or the 17g-5
Information Provider have obtained nor shall any of them be deemed to have obtained actual knowledge of any information posted
to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Trustee or the Certificate
Administrator, as applicable. The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge
of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by
the Certificate Administrator. Access to the 17g-5 Information Provider’s Website will be provided by the 17g-5 Information
Provider to (i) the Rating Agencies upon registration at the 17g-5 Information Provider’s Website as a user thereof and
(ii) other NRSROs upon registration at the 17g-5 Information Provider’s Website as a user thereof and upon receipt by the
17g-5 Information Provider of an NRSRO Certification. 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 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 17g-5 Information Provider’s Website.


 


The
Certificate Administrator and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has
signed-up for access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable,
in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with
providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the Certificate
Administrator and the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate
Administrator and the 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the
terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information being made
available, and assume no responsibility for such information. The 17g-5 Information Provider shall not be liable for making any
information available to the Rating Agencies or NRSROs unless same was delivered to it at its email address set forth above (or
by any other form of electronic delivery reasonably acceptable to the 17g-5 Information Provider pursuant to the terms of this
Agreement), with the proper subject heading.


 


As
of the Closing Date, assistance in using or delivering information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website can be obtained by calling 888-855-9695.


 


(c)           Each
of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make
available through its website or


 






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otherwise, all information necessary to enable the Certificate Administrator to comply with Section
8.14(b) and any additional information relating to the Mortgage Loan, the Property or the Borrower Related Parties (and the
Servicer shall make available through its website the information set forth in Section 3.18(c)), for review by the Depositor,
the Initial Purchasers, the Trustee, the Certificate Administrator, the Companion Loan Holders or any other Persons who deliver
an Investor Certification in the form of Exhibit K-1 in accordance with this Section 8.14(c), and the Rating Agencies
(only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider in accordance with
the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure Parties”), in
each case, except to the extent doing so is prohibited by this Agreement (including, without limitation, pursuant to the confidentiality
provisions of this Agreement related to Privileged Information), applicable law or by the Mortgage Loan Documents. Each of the
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor,
the Certificate Administrator and the Trustee, provide an Investor Certification or other confidentiality agreement acceptable
to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may
contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require
registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the
confidential nature of such information. In connection with providing access to or copies of the information described in this
Section 8.14(c) to current or prospective Trust Interest Owners, the form of confidentiality agreement used by the Servicer
or the Special Servicer, as applicable, shall be: (i) in the case of a Trust Interest Owner or a licensed or registered investment
advisor acting on behalf of such Trust Interest Owner, an Investor Certification in the form of Exhibit K-1 executed by
the requesting Person indicating that such Person is a Trust Interest Owner and shall keep such information confidential (except
that such Trust Interest Owner may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other
Person that holds or is contemplating the purchase of any Trust Interest, or interest therein (provided that such other Person
confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Trust Interests or interests therein, an Investor Certification in the form
of Exhibit K-1 indicating that such Person is a prospective purchaser of a Trust Interest or an interest therein and is
requesting the information for use in evaluating a possible investment in Trust Interests and shall otherwise keep such information
confidential. In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Trust Interest
Owner, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective
Trust Interest Owner.


 


Neither
the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement.
Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the
information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information was
produced by the Servicer or the Special Servicer, as applicable.


 






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In
connection with the delivery by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any
information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider
shall notify the Servicer or the Special Servicer, as applicable, of when such information, report, notice or other document has
been posted to the 17g-5 Information Provider’s Website. The Servicer or the Special Servicer, as applicable, may, but is
not obligated to, send such information, report, notice or other document to the applicable Rating Agency or Rating Agencies following
the earlier of (i) receipt of notification from the 17g-5 Information Provider that such information, report, notice or other
document has been posted to the 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, report, notice or other document to the 17g-5 Information Provider.


 


None
of the foregoing restrictions in this Section 8.14(c) or otherwise in this Agreement shall prohibit or restrict oral or
written communications, or providing information, between the Servicer or the Special Servicer, the Trustee and the Certificate
Administrator, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer,
as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Trustee, the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, as a trustee, certificate administrator, commercial mortgage master, special or primary
servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the corporate trust or securities administration operations
of the Trustee or the Certificate Administrator or of the servicing operations in general of the Servicer or the Special Servicer,
the Trustee and the Certificate Administrator, as applicable; provided, however, that the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loan to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) the Borrower, the Property and other deal specific identifiers are redacted; (y) such information has already been
provided to the 17g-5 Information Provider (electronically in a format reasonably acceptable to the 17g-5 Information Provider)
and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) such Rating Agency has confirmed in writing
to the 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)).


 


(d)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but are not required) to orally
communicate with the Rating Agencies, provided that such party summarizes the information provided to the Rating Agencies in such
communication in writing and electronically and provides the 17g-5 Information Provider with such summary in accordance with the
procedures set forth in Section 8.14(b) on the same day such communication takes place; provided that the summary of such
oral communications shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information Provider shall
post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section
8.14(b).


 






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(e)           The
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 8.14(b).


 


(f)            Based
on information in its possession, the Certificate Administrator shall provide written notice to the Servicer and the Special Servicer
regarding (i) the commencement of a CCR Consultation Period or a CCR Consultation Termination Period and (ii) the end of any CCR
Control Period or CCR Consultation Period. Any party hereto may at any time request from the Certificate Administrator written
confirmation of whether there existed a CCR Consultation Period or a CCR Consultation Termination Period during the preceding
calendar year and the Certificate Administrator shall deliver such confirmation to such party within 10 days of such request.
Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website
within ten days of its determination (or its receipt of notice) of the commencement or cessation of any CCR Consultation Period,
CCR Consultation Termination Event or CCR Control Period.


 


8.15          Appointment
of Custodian. The Certificate Administrator may, at its own expense, appoint one or more Custodians to hold all or
a portion of the Mortgage Loan File 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 agrees to comply with the terms of the Custodial Agreement and to enforce the terms and provisions thereof
against the Custodian for the benefit of the Trust Interest Owners. 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 $10,000,000, shall have a long-term
debt rating of at least “A2” from Moody’s and at least “BBB” from Fitch, and shall be qualified
to do business in the jurisdiction in which it holds the Mortgage Loan File. 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 8.15.
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
8.15 shall be issued by 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 at least “A3” by Moody’s and at least
“A” by Fitch, or by any other insurer with respect to which the Rating Agencies have provided to the Certificate Administrator
a Rating Agency Confirmation. Each 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 the Mortgage Loan File directly by the Certificate


 






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Administrator. 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.


 


9.           CERTAIN
MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION PARTY


 


9.1          Selection
and Removal of the Controlling Class Representative and the Risk Retention Consultation Party.


 


(a)          The
Majority Controlling Class Certificateholders may elect the Controlling Class Representative.


 


(b)          The
Controlling Class Representative shall be the representative of the Controlling Class selected by the Majority Controlling Class
Certificateholders, as determined by the Certificate Registrar from time to time; provided that such Majority Controlling Class
Certificateholders making the selection may not include Borrower Restricted Parties; and provided, further, that
the Controlling Class Representative cannot be any Borrower Restricted Party. In connection with the appointment of a Controlling
Class Representative, the party so appointed and the Majority Controlling Class Certificateholders that made the selection shall
all provide written certifications (substantially in the form of Exhibit K-3 to this Agreement) to the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator confirming that neither the prospective Controlling Class Representative
nor any of the Majority Controlling Class Certificateholders that appointed such prospective Controlling Class Representative
is a Borrower Restricted Party; and no designation of a Controlling Class Representative shall be deemed effective until such
certifications are so delivered. Each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may
conclusively rely on any Investor Certification provided to it in connection with the foregoing and may require that Investor
Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(c)          The
Majority Controlling Class Certificateholders shall give written notice to the Servicer, the Special Servicer, the Trustee and
the Certificate Administrator of the appointment of any Controlling Class Representative (in order to receive notices hereunder).


 


(d)          The
Controlling Class Representative may be removed, with or without cause, at any time by the written vote of the Majority Controlling
Class Certificateholders, which holders may not include Borrower Restricted Parties, and a copy of the results of such vote shall
be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special Servicer, and such parties may conclusively
rely on such notice. Absent such notice, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer may
rely on the prior designation.


 


(e)          Each
Holder and Beneficial Owner of a Certificate in the Controlling Class is hereby deemed to have agreed by virtue of its purchase
of such Certificate in the Controlling Class or an interest therein to provide its name and address to the Certificate Administrator
and the Trustee, to notify the Certificate Administrator, the Trustee, the Servicer and the Special Servicer of the transfer of
such Certificate in the Controlling Class or interest therein, the selection of a Controlling Class Representative or the resignation
or removal thereof


 






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and (by way of a certification substantially in the form of Exhibit K-3 to this Agreement) whether it
or, to its knowledge, a Controlling Class Representative is or has become a Borrower Restricted Party. Any Certificateholder or
Beneficial Owner that is at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its
purchase of a Certificate or an interest therein to notify the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer when such Certificateholder or Beneficial Owner is appointed Controlling Class Representative, when it is removed or
resigns and (by way of a certification substantially in the form of Exhibit K-3 to this Agreement) whether it is or has
become a Borrower Restricted Party and further to resign if it becomes a Borrower Restricted Party. Upon receipt of such notice,
the Certificate Administrator shall notify the Special Servicer and the Servicer of the identity of the Controlling Class Representative
and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable,
the Certificate Administrator shall provide the name of the then-current Controlling Class and a list of the Certificateholders
of the Controlling Class to such requesting party. By virtue of their acquisition of Certificates or interests therein, each Holder
and Beneficial Owner of the Certificates in the Controlling Class agrees to remove any Controlling Class Representative known
to be a Borrower Restricted Party or to cause such Controlling Class Representative to resign.


 


(f)           Once
a Controlling Class Representative has been selected, each of the Depositor, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and each other Certificateholder (or Beneficial Owner, if applicable) and the Uncertificated VRR
Interest Owner shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have
notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation
of such Controlling Class Representative or the selection of a new Controlling Class Representative.


 


(g)           Until
it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with
respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)           The
Controlling Class Representative shall be responsible for its own expenses.


 


(i)           Notwithstanding
any other provision to this Agreement, in the event that no Controlling Class Representative has been appointed or identified
to the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to
obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special
Servicer, as applicable, then the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide
notice to, or seek the approval or consent of the Controlling Class Representative until such time as a Controlling Class Representative
meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Controlling Class Representative to the Servicer and the Special Servicer.


 


(j)            CREFI,
GS Bank, BBPLC and BMO Harris shall be the initial Risk Retention Consultation Parties and shall remain so until a successor is
appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any existing Risk Retention


 






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Consultation
Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit S to this Agreement (along with contact information for such new Risk Retention Consultation Party)
prior to being recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that a
Risk Retention Consultation Party has not changed absent the notices contemplated by clauses (i) and (ii) of Section
9.1(k). The Risk Retention Consultation Party may not be a Borrower Restricted Party. In no event shall there be more than
four (4) Risk Retention Consultation Parties.


 


(k)           If
a Risk Retention Consultation Party has been selected, each of the Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator and each other Trust Interest Owner (or Beneficial Owner, if applicable) shall be entitled to rely
on such selection unless (i) CREFI (in the case of the VRR1 Risk Retention Consultation Party), GS Bank (in the case of the VRR2
Risk Retention Consultation Party), BCREI (in the case of the VRR3 Risk Retention Consultation Party) or BMO Harris (in the case
of the VRR4 Risk Retention Consultation Party), as applicable, shall have notified the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and each other Combined VRR Interest Owner, in writing, of the selection of a new Risk Retention
Consultation Party along with contact information for such new Risk Retention Consultation Party and (ii) such new Risk Retention
Consultation Party shall have delivered to the parties to this Agreement a certification substantially in the form of Exhibit
S to this Agreement (along with contact information for such new Risk Retention Consultation Party).


 


(l)            In
the event that no VRR1 Risk Retention Consultation Party, VRR2 Risk Retention Consultation Party, VRR3 Risk Retention Consultation
Party or VRR4 Risk Retention Consultation Party, as applicable, has been appointed or identified to the Servicer or the Special
Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then
until such time as the related new Risk Retention Consultation Party is identified, the Servicer or the Special Servicer, as applicable,
shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention Consultation
Party as the case may be.


 


9.2          Limitation
on Liability of Controlling Class Representative and the Risk Retention Consultation Party; Acknowledgements of the Trust Interest
Owners.


 


(a)           The
Uncertificated VRR Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and agrees that:
(i) the Controlling Class Representative and/or any Holder of a Controlling Class Certificate may each have relationships and
interests that conflict with those of Holders of one or more other Classes of Certificates or the Uncertificated VRR Interest
Owner; (ii) the Controlling Class Representative and/or any Controlling Class Certificateholder may act solely in the interests
of the Holders of the Controlling Class; (iii) the Controlling Class Representative and the Holders of Certificates in the Controlling
Class do not have any duties to the Trust or to the Holders of any other Class of Certificates or the Uncertificated VRR Interest
Owners; (iv) the Controlling Class Representative and/or any Holder of Certificates in the Controlling Class may take actions
that favor interests of the Holders of Certificates in the Controlling Class over the interests of the Holders of one or more
other Classes of Certificates or the Uncertificated VRR Interest Owners; (v) neither the Controlling Class


 






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Representative nor
the Holders of Certificates in the Controlling Class shall have any liability whatsoever to the Trust, the other parties to this
Agreement, the Certificateholders, the Uncertificated VRR Interest Owner or any other Person (including any Borrower Related Party)
for having acted in accordance with or as permitted under the terms of this Agreement; and (vi) the Trust Interest Owners may
not take any action whatsoever against the Controlling Class Representative or any Holder of Certificates in the Controlling Class
or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result
of the Controlling Class Representative or the Holders of Certificates in the Controlling Class having acted in accordance with
the terms of and as permitted under this Agreement.


 


(b)           Each
Risk Retention Consultation Party shall have no liability to the Trust Fund, any party to this Agreement, any Trust Interest Owner
for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.


 


(c)           The
Controlling Class Representative shall have no liability to the Trust or the Trust Interest Owners for having acted in accordance
with or as permitted by this Agreement, or for refraining from the taking of any action.


 


(d)           Each
Trust Interest Owner acknowledges and agrees, by its acceptance of its Trust Interest 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
or the Uncertificated VRR Interest Owner; (ii) each Risk Retention Consultation Party may act solely in the interests of the Holders
of one or more Class VRR Certificates or the Uncertificated VRR Interest Owner and does not have any liability or duties to the
Holders of any other Class of Certificates; (iii) each Risk Retention Consultation Party may take actions that favor interests
of the Holders of one or more Classes of Certificates or the Uncertificated VRR Interest Owner, over the interests of the Holders
of one or more other Classes of Certificates or one or more other VRR Interest Owners; and (iv) each Risk Retention Consultation
Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through (iii) above, and
no Trust Interest Owner 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.


 


9.3          Consent
to Various Actions; Rights and Powers of the Controlling Class Representative; Consultation Rights of the Risk Retention Consultation
Parties.


 


(a)           Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.24, Section 9.3(b)
and the last paragraph of this Section 9.3(a), (i) the Servicer or the Special Servicer shall not take any action described
in clauses (i) through (v), clause (xi)(A) (to the extent that the related agreement is modified in a manner
materially adverse to the “Senior Lender,” “Mortgage Lender” or such other similar term as may be set
forth therein) and clause (xiii) of the definition of “Major Decision” without first obtaining a Rating Agency
Confirmation with respect to such proposed action, (ii) the Servicer shall not take any action constituting a Major Decision unless
it has obtained the consent of the Special Servicer (which consent shall be deemed given if the Special Servicer does not object
within 15 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 90 days) of receipt of the Servicer’s
written analysis and recommendation together with any information in the possession of the Servicer that is reasonably required
to make a decision regarding the subject


 






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action) (or with respect to such 15 Business Day period (or such 90-day period in the
case of a determination of an Acceptable Insurance Default), such longer period as required by any related mezzanine intercreditor
agreement for review by any holder of a mezzanine loan), and (iii) if there is an applicable Consenting Party, the Special Servicer
shall not consent to the Servicer’s taking any action constituting a Major Decision, nor shall the Special Servicer itself
take any action constituting a Major Decision, as to which such Consenting Party has objected in writing within 10 Business Days
(or, in the case of a determination of an Acceptable Insurance Default, 30 days) after receipt of the Major Decision Reporting
Package from the Special Servicer (provided that if such written objection has not been received by the Special Servicer within
such 10 Business Day period (or, in the case of a determination of an Acceptable Insurance Default, 30-day period) after receipt
of such information, then such Consenting Party shall be deemed to have approved such action); provided, that the Special Servicer
shall consult, solely on a non-binding basis, with (and to consider alternative actions recommended by) any applicable Consulting
Party with respect to any of the Major Decisions and any other matter as to which consent of any Consenting Party is required
(or, if there is no longer an applicable Consenting Party, would have been required if a Consenting Party existed) (provided,
that any such consultation is not binding on the Special Servicer); and provided, further, that if the Special Servicer
or the Servicer (in the event the Servicer is otherwise authorized under 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 a Consenting Party or consultation
with a Consulting Party is necessary to protect the interests of the Trust Interest Owners and the Companion Loan Holders (as
a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender), the Special Servicer
or the Servicer, as applicable, may take any such action without waiting for the response of such Consenting Party or Consulting
Party, as applicable, so long as the Special Servicer or the Servicer, as applicable, has made a reasonable effort to contact
such Consenting Party or Consulting Party, as applicable, to inform it of such need; and provided, further, that
no Consenting Party or Consulting Party shall have any rights under clause (xi) or clause (xx) of the definition
of “Major Decision” if such Consenting Party or Consulting Party, as applicable, or an Affiliate thereof is a holder
of any interest in any related mezzanine loan.


 


With
respect to each Major Decision as to which the Controlling Class Representative has consent or consultation rights pursuant to
this Section 9.3, the Special Servicer shall provide the related Major Decision Reporting Package to Controlling Class
Representative, simultaneously with the Special Servicer’s request for the Controlling Class Representative’s consent
or input regarding the related Major Decision.


 


In
addition, during the continuance of a CCR Consultation Period and/or a CCR Consultation Termination Period, each of the Servicer
and the Special Servicer shall consult with each Risk Retention Consultation Party on a non-binding basis in connection with any
Major Decision that it is processing (and such other matters that are subject to the non-binding consultation rights of a Consulting
Party pursuant to this Agreement) and to consider alternative actions recommended by each Risk Retention Consultation Party in
respect of such Major Decision (or any other matter requiring consultation with a Consulting Party). In the event the Servicer
or Special Servicer, as applicable, receives no response from a Risk Retention Consultation Party within 10 days following the
later of (i) the Servicer’s or the Special Servicer’s, as applicable, written request for input on any requested consultation
and (ii) the Servicer’s or the Special Servicer’s, as applicable, delivery of all such additional information reasonably
requested in


 






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writing by the a Retention Consultation Party related to the subject matter of such consultation, the Servicer or
the Special Servicer, as applicable, shall not be obligated to consult with such Risk Retention Consultation Party on the specific
matter; provided, however, that the failure of a Risk Retention Consultation Party to respond will not relieve the
Servicer or the Special Servicer, as applicable, from using efforts consistent with Accepted Servicing Practices to consult with
such Risk Retention Consultation Party on any future Major Decisions with respect to the Mortgage Loan.


 


In
addition, subject to Section 9.3(b) and the immediately following paragraph, any applicable Consenting Party may direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as such Consenting
Party may deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no
direction, advice, objection or consultation by any applicable Consenting Party or Consulting Party may (and neither the Servicer
nor the Special Servicer shall follow any such advice, direction, objection or consultation that the Servicer or the Special Servicer,
as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Servicer or the Special
Servicer to violate any provision of the Mortgage Loan Documents or any related mezzanine intercreditor agreement, applicable
law or this Agreement, including without limitation the Servicer’s or the Special Servicer’s, as applicable, obligation
to act in accordance with Accepted Servicing Practices, (B) result in the imposition of federal income tax on the Trust, cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, (C) expose the Trust, any Trust Interest Owner,
the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Companion Loan Holder or any
of their respective Affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability or
(D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities hereunder. Furthermore, in
addition to the rights of consent of an applicable Consenting Party and the rights of consultation of an applicable Consulting
Party as set forth in this Section 9.3(a) above, it is understood and agreed that to the extent any other provision of
this Agreement requires the provision of notice to, the obtaining of consent of, and/or consultation with, any applicable Consenting
Party or Consulting Party, or otherwise provides for any right of any applicable Consenting Party or Consulting Party thereunder,
then none of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall be entitled to take any action
(or omit to take any action) in contravention of the applicable rights of such Consenting Party or Consulting Party, as applicable,
contained in such provision; provided, that this sentence is not intended to in any way (i) expand the rights of such Consenting
Party or Consulting Party, as applicable, (ii) limit the application of the immediately preceding sentence, (iii) remove any limitations
on the exercise of such rights set forth in the immediately preceding sentence or elsewhere herein, or (iv) require the Trustee,
the Certificate Administrator, the Servicer and/or the Special Servicer to send a notice to, obtain the consent of, or consult
with a new Consenting Party or Consulting Party, as applicable, whose name and contact information have not yet been provided
to the Trustee, the Certificate Administrator, the Servicer and/or the Special Servicer; and provided, further,
that if such other provisions are in any way subject to this Section 9.3, then the exercise of such rights shall be subject
to Section 9.3(b) and the immediately following paragraph.


 


If
the Special Servicer or Servicer, as applicable, determines that a refusal to consent by, or any direction, objection or advice
from, any applicable Consenting Party or Consenting Party, as applicable, would require or otherwise cause the Special Servicer
or Servicer,


 






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as applicable, to violate the terms of the Mortgage Loan Documents, any related mezzanine intercreditor agreement,
applicable law, provisions of the Code, or this Agreement, including without limitation, the Accepted Servicing Practices, or
expose any Trust Interest Owner, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any
Companion Loan Holder or their affiliates, officers, directors or agent to any claim, suit or liability, or result in the imposition
of a tax upon the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or materially
expand the scope of the Servicer’s or Special Servicer’s responsibilities hereunder, then the Special Servicer or
Servicer, as applicable, shall disregard such refusal to consent, direction, objection or advice and notify such Consenting Party
or Consulting Party, as applicable, the Trustee, the Certificate Administrator and the 17g-5 Information Provider of its determination,
including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the
Servicer or Special Servicer in accordance with the direction of or approval of any applicable Consenting Party or the recommendation
of any applicable Consulting Party that does not violate the Mortgage Loan Documents, any related mezzanine intercreditor agreement,
any applicable law, provisions of the Code (resulting in the imposition of federal income tax on the Trust, causing either the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC) or the Accepted Servicing Practices or any other provisions
of this Agreement, shall not result in any liability on the part of the Servicer or the Special Servicer.


 


(b)          During
any CCR Consultation Termination Period, the Controlling Class Representative (as a Consulting Party) shall have no consent or
consultation rights under this Agreement and shall have no right to receive any notices, reports or information (other than notices,
reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative;
provided, that the Controlling Class Representative (if and to the extent that it is a Certificateholder) shall maintain the right
to exercise its Voting Rights for the same purposes as any other Certificateholder under this Agreement.


 


9.4          Controlling
Class Representative Contact with Servicer and Special Servicer. Upon reasonable request, each of the Servicer and
the Special Servicer shall, without charge, make a Servicing Officer available to answer questions from the Controlling Class
Representative (during any CCR Control Period and any CCR Consultation Period) regarding the performance and servicing of the
Mortgage Loan (or, in the case of the Special Servicer, the Special Servicer’s operational activities on a platform level
basis related to the servicing of the Mortgage Loan after a Special Servicing Loan Event and the servicing of any Foreclosed Property)
for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding
any provision of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer
or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with the Accepted
Servicing Practices, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust Fund or otherwise materially harm the Trust or the Trust Fund.


 






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10.         TERMINATION


 


10.1         Termination.
(a) The respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the
Certificate Administrator created hereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders
to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator
to make certain payments to Trust Interest Owners after the final Distribution Date and to comply with all federal income tax
reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties
hereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to this Article 10 following the later of (i) the final payment on the Trust Interests and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of
the Trust Loan pursuant to a related mezzanine intercreditor agreement or this Agreement, as applicable) or the liquidation or
abandonment of the Property and all other Collateral for the Trust Loan, provided, however, in no event shall the
trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof.


 


(b)          On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other than
the Trust Interest Owners, shall be applied as described in Section 4.1.


 


(c)          Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Trust Interest
Owners mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Trust Interests
shall be made (in the case of the Certificates, upon presentation and surrender of Certificates at the office or agency of the
Certificate Administrator therein designated), (B) the amount of any such final payment and (C) that, in the case of the Certificates,
the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Certificate Administrator therein specified.


 


10.2         Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment
on the Mortgage Loan, the Trust shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating either the
Lower-Tier REMIC or the Upper-Tier REMIC shall not subject the Trust, the Lower-Tier REMIC or the Upper-Tier REMIC to federal
income tax:


 


(i)            within
89 days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the 90 day liquidation
period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate Administrator
to the Trust Interest Owners as soon as practicable prior to


 






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such final Distribution Date, and shall specify such date in the
final tax return of each such REMIC;


 


(ii)           at
or after the time of adoption of such plan of complete liquidation and at or prior to the final Distribution Date, the Servicer
shall sell any remaining assets (other than cash) of the Trust and credit the proceeds thereof to the Trust; and


 


(iii)          at
or after such time as the proceeds from the disposition of the remaining assets of the Trust shall have been credited to the Trust,
the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be distributed to
the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest) in accordance with Sections 4.1(c) and 4.1(e), and (B) as part of the Upper-Tier
REMIC to be distributed to the Holders of the Regular Certificates, the Uncertificated VRR Interest and the Class R Certificates
(in respect of the Class UT-R Interest) in accordance with Section 4.1(a), Section 4.1(b), Section 4.3(a)
and Section 4.3(b).


 


10.3          Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.          MISCELLANEOUS
PROVISIONS


 


11.1          Amendment.
(a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Trust Interest Owners
or any Companion Loan Holder:


 


(i)             to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement;


 


(ii)            to
cause the provisions of this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Trust Interests, the Trust or this Agreement or to correct or supplement any of its provisions which
may be inconsistent with any other provisions herein or to correct any error;


 


(iii)     
     to change the timing and/or nature of deposits in the Collection Account, the Distribution
Account or the Foreclosed Property Account, provided, that (A) the Remittance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (B) either (1) the change would not adversely affect in any material
respect the interests of any Trust Interest Owner not consenting thereto, as evidenced by an Opinion of Counsel (at the
expense of the party requesting the amendment or at the expense of the Trust (which amounts may be paid out of the Collection
Account) if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation is
obtained;


 


(iv)          to
modify, eliminate or add to any of its provisions to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC, at all times that any Trust Interest is outstanding, or to avoid or minimize the risk
of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier


 






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REMIC that would be a claim against the Lower-Tier REMIC or
the Upper-Tier REMIC; provided, that the Trustee and the Certificate Administrator received an Opinion of Counsel (at the expense
of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of imposition of any such tax and (2) the action shall not adversely affect in any material respect
the interests of any Trust Interest Owner;


 


(v)           to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided, that the Depositor has determined that the amendment shall not give rise to any tax with
respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, that the Depositor may conclusively
rely upon an Opinion of Counsel to such effect (a copy of which will be delivered to the Trustee and the Certificate Administrator);


 


(vi)          to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided that
either (A) the required action shall not adversely affect in any material respect the interests of any Trust Interest Owner not
consenting thereto, as evidenced by an Opinion of Counsel, or (B) a Rating Agency Confirmation is obtained, and provided,
further, that any amendment pursuant to this clause (vi) that would adversely affect the rights of the Controlling
Class or the Controlling Class Representative shall be subject to the consent of the Holders of the Controlling Class or the Controlling
Class Representative, as applicable;


 


(vii)         to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by the Rating Agency, as evidenced by Rating Agency Confirmation, provided, that any amendment pursuant
to this clause (vii) that would adversely affect the rights of the Controlling Class or the Controlling Class Representative
shall be subject to the consent of the Holders of the Controlling Class or the Controlling Class Representative, as applicable;


 


(viii)        to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the Servicer,
and the Trustee, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in
order to conform to such industry standard, (B) such modification does not adversely affect the status of the Upper-Tier REMIC
or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel, (C) Rating Agency Confirmation is obtained and (D)
any applicable Consenting Party consents to such modification;


 


(ix)           to
modify, eliminate or add to any of its provisions (A) to the extent necessary to comply with the Credit Risk Retention Rules and/or
any related regulatory actions and/or interpretations or (B) in the event that the Credit Risk Retention Rules (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; and


 






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(x)            to
modify the provisions set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1; provided, that such amendment
would not materially increase the obligations of any of the Servicer, the Special Servicer, the Certificate Administrator, the
17g-5 Information Provider or the Trustee (unless consented to by such party);


 


provided,
further that no amendment pursuant to any of clauses (i) through (x) above may be made that would: (A) change
in any manner the obligations or rights of any Loan Seller under this Agreement or the applicable Trust Loan Purchase Agreement
without the consent of the affected Loan Seller, (B) change in any manner the obligations or rights of any Initial Purchaser without
the consent of the affected Initial Purchaser, or (C) adversely affect any Companion Loan Holder in its capacity as such without
its consent.


 


(b)          This
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the Percentage
Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of the Certificates; provided, however, no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any
Trust Interest or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the
Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices
set forth herein, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required
to consent to any action or inaction under this Agreement; (v) change in any manner the obligations or rights of any Loan Seller
under this Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend
this Section 11.1; (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of
the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent.


 


It
shall not be necessary for the consent of Trust Interest Owners under this Section 11.1 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Trust Interest Owners shall be subject to such reasonable
regulations as the Certificate Administrator or the Trustee may prescribe.


 


Notwithstanding
any contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment
to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions precedent to such amendment have been satisfied, and (ii) no amendment shall be made
to this Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the
expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the
Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 






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(c)           Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each of the other parties to this Agreement, the Initial
Purchasers and the Rating Agencies.


 


(d)           In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall
be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or the Special Servicer, as applicable,
and, to the extent required by this Section 11.1, the required Trust Interest Owners and/or the Companion Loan Holders,
as applicable.


 


(e)           The
costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations,
shall be borne by the party requesting such amendment (or, if such amendment is required by the Rating Agency to maintain the
rating issued by it or requested by the Trustee or the Certificate Administrator (which do not modify or otherwise relate solely
to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and,
if neither the Depositor nor any successor thereto is in existence, the Trust (which amounts may be paid out of the Collection
Account)).


 


(f)           Any
party requesting an amendment to this Agreement shall provide (x) notice of such amendment no later than three (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 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.


 


11.2         Recordation
of Agreement; Counterparts. (a) This Agreement or an abstract hereof, if acceptable by the applicable recording office,
is subject to recordation in all appropriate public offices for real property records in the county in which the Property subject
to the Mortgage is situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of the Trust Interest Owners of the Trust.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


11.3         Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR


 






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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.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN
NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY-LAW, THE DEFENSE OF AN INCONVENIENT
FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY-LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED
FOR NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


11.4         Notices.
All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except
that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to have been given upon
being sent by first class mail, postage prepaid) as follows:


 


If
to the Depositor, to:



Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


and:


 


Citigroup
Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013



 






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Attention: Raul Orozco

Facsimile: (347) 394-0898


 


and:


 


Citigroup
Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile: (646) 862-8988


 


with
electronic copies to:


 


Richard
Simpson at richard.simpson@citi.com


 


and
to:


 


Ryan
M. O’Connor at ryan.m.oconnor@citi.com


 


If
to the Servicer, to:


 


KeyBank
National Association 


11501
Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Facsimile number: (877) 379-1625

Email: michael_a_tilden@keybank.com


 


with
copies to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile number: (816) 753-1536

Email: kkohring@polsinelli.com


 


If
to the Special Servicer, to:


 


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:


 






    230


     


    

 





hbennett@starwood.com,
jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com





 


If
to the Trustee, to:


 


Wilmington
Trust, National Association 


1100
North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – MAD 2019-650M





 


If
to the Certificate Administrator, to:


 


Citibank,
N.A.

388 Greenwich Street

New York, New York 10013

Attention: Global Transaction Services- MAD 2019-650M

Fax number: (212) 816- 5527


 


and
with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com


 


or,
for certificate transfers:


 


Citibank,
N.A.

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


If
to the Initial Purchasers, to:


 


(i)
in the case of Citigroup Global Markets Inc.:


 


Citigroup
Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Facsimile: (347) 394-0898







 


and:


 


Citigroup
Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 






    231


     


    

 


and:


 


Citigroup
Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile: (646) 862-8988


 


with
electronic copies to:


 


Richard
Simpson at richard.simpson@citi.com


 


and
to:


 


Ryan
M. O’Connor at ryan.m.oconnor@citi.com


 


(ii)
in the case of Goldman Sachs & Co. LLC.:


 


Goldman
Sachs & Co. LLC 


200
West Street 


New
York, New York 10282 


Attention:
Leah Nivison 


email:
leah.nivison@gs.com


  


with
a copy to:


 


Brian
Bolton 


email:
brian.a.bolton@gs.com and gs-refgsecuritization@gs.com


 





(iii)
in the case of Barclays Capital Inc.:


 


Barclays
Capital Inc. 


745
Seventh Avenue 


New
York, New York 10019 


Attention:
Daniel Vinson

email: daniel.vinson@barclays.com

fax number: (646) 758-1700


 


and


 


Barclays
Capital Inc. 


745
Seventh Avenue 


New
York, New York 10019 


Attention:
Steven Glynn

email: steven.glynn@barclays.com

fax number: (212) 412-7519


 


(iv)
in the case of BMO Capital Markets Corp.:


 






    232


     


    

 


BMO
Capital Markets Corp. 


521
Fifth Avenue, 3rd Floor 


New
York, NY 10175

Attention: Andrew Noonan, Director

email: Michael.Kauffman@bmo.com


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP 


200
Liberty Street 


New
York, New York 10281 


Attention:
Joo Kim 


Email:
Joo.Kim@cwt.com;


 





If
to the initial Risk Retention Consultation Parties,


 


(i)
in the case of Citi Real Estate Funding Inc., to:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


and
to:


 


Citi
Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Facsimile: (347) 394-0898


 


with
copies by electronic mail to:


 


Richard
Simpson at richard.simpson@citi.com

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


(ii)
in the case of Goldman Sachs Bank USA, to:


 


Goldman
Sachs Mortgage Company 


200
West Street 


New
York, New York 10282 


Attention:
Leah Nivison 


Email:
leah.nivison@gs.com


 






    233


     


    

 


with
a copy to Brian Bolton, email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com;


 


(iii)
in the case of Barclays Bank PLC, to:


 


Barclays
Bank PLC 


745
Seventh Avenue 


New
York, New York 10019 


Attention:
Daniel Vinson 


Email:
daniel.vinson@barclays.com 


Facsimile
No.: (646) 758-1700





 


with
a copy to:





 


Barclays
Bank PLC





745
Seventh Avenue





New
York, New York 10019





Attention:
Steven P. Glynn





Email:
steven.glynn@barclays.com





Facsimile
No.: (212) 412-7519





 


(iv)
in the case of BMO Harris Bank N.A., to:


 


BMO
Harris Bank N.A. 


111
West Monroe Street 


Chicago,
Illinois 60603 


Attention:
Michael Kauffman, Managing Director





Email:
Michael.Kauffman@bmo.com


 





with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP





200
Liberty Street





New
York, New York 10281





Attention:
Joo Kim





Email:
Joo.Kim@cwt.com


 


If
to any Trust Interest Owner, to:


 


the
address set forth in the Certificate Register


 


If
to the Borrower Related Parties: at the respective addresses therefor set forth in the Mortgage Loan Agreement


 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 






    234


     


    

 


Notwithstanding
anything to the contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or
the Special Servicer under Section 7.1(a)) by or from the Certificate Administrator, in any of its capacities, that the
Certificate Administrator in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and
sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration
process. Information and assistance on registering and using the email encryption technology can be found within the first secure
email sent by the Certificate Administrator or by calling 1-888-855-9695.


 


11.5          Notices
to the Rating Agencies. The Servicer or the Special Servicer, as applicable, and Certificate Administrator shall furnish
such other information regarding the Trust as may be reasonably requested by the Rating Agency to the extent such party has or
can obtain such information without unreasonable effort or expense; provided, however, that such other information
is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.14(b); provided,
further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding
the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event or Special Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agency required hereunder
shall be in writing.


 


Any
notices and Rating Agency Confirmation requests shall be sent to the Rating Agencies shall be sent to the following addresses:


 


Fitch
Ratings, Inc. 


300
West 57th Street 


New
York, New York 10019

Attention: Commercial Mortgage Surveillance Group 


Fax
number: (646) 280-1013


 


11.6         Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions of this Agreement, of the Certificates or the rights of the
Holders thereof or of the Uncertificated VRR Interest or the rights of the Uncertificated VRR Interest Owner.


 


11.7         Limitation
on Rights of Trust Interest Owners. The death or incapacity of any Trust Interest Owner shall not operate to terminate
this Agreement or the Trust, nor entitle such Trust Interest Owner’s legal representative or heirs to claim an accounting
or to take any action or to commence any proceeding in any court for a petition or winding up of the Trust, or otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


No
Trust Interest Owner, solely by virtue of its status as a Trust Interest Owner, shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the Trust, 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


 






    235


     


    

 


Certificateholders
from time to time as partners or members of an association; nor shall any Trust Interest Owners be under any liability to any
third party by reason of any action by the parties to this Agreement pursuant to any provision hereof.


 


No
Trust Interest Owner, solely by virtue of its status as a Trust Interest Owner, shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with
respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and
unless the Holders of Certificates aggregating not less than 25% of the Voting Rights of the Certificates shall also have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted
by each Trust Interest Owner with every other Trust Interest Owner and the Trustee, that no one or more Trust Interest Owner shall
have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates or any Uncertificated VRR Interest Owner, or to
obtain or seek to obtain priority over or preference to any other such Holder or Uncertificated VRR Interest Owner except as provided
herein with respect to entitlement to payments or to enforce any right under this Agreement, except in the manner herein provided
and for the common benefit of all Trust Interest Owners. For the protection and enforcement of the provisions of this Section,
each and every Trust Interest Owner and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


11.8         Trust
Interests Nonassessable and Fully Paid. The Trust Interest Owners shall not be personally liable for obligations of
the Trust, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever,
and the Trust Interests, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and
shall be deemed fully paid.


 


11.9          Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers
and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


11.10          No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto and the Services of the Servicer and the


 






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Special Servicer shall be rendered as an independent contractor and not as agent for the
Trustee or the Depositor.


 


11.11       Actions
of Trust Interest Owners. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Trust Interest Owners may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Trust Interest Owner in person or by agent duly appointed in writing; and except
as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to
the Certificate Administrator and, where required, to the Depositor, the Servicer, the Special Servicer and/or the Trustee. 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 Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator if
made in the manner provided in this Section.


 


(b)          The
fact and date of the execution of any Trust Interest Owner of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)          The
Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably necessary.


 


(d)          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 Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator
in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


11.12       Successors
and Assigns. The rights and obligations of any party hereto shall not be assigned (except as expressly permitted hereunder,
including pursuant to Section 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written
consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and their respective permitted successors and assigns. No Person
other than a party to this Agreement, a designated third-party beneficiary and any Trust Interest Owner shall have any rights
with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to
this Agreement specifically agree that (i) each Loan Seller, each Companion Loan Holder and each Initial Purchaser shall be a
third-party beneficiary of this Agreement with respect to any of its respective rights specifically set forth hereunder, (ii)
the Retaining Sponsor shall be a third-party beneficiary of this Agreement with respect to its rights under Section 5.2(f)
and Section 5.3(j), (iii) each Other Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary
of this Agreement with respect to its rights under Article 13, and (iv) no Borrower Related Party, Property Manager or,
except as contemplated by the immediately preceding clause (i), other party to the Mortgage Loan is an intended third-party
beneficiary of this Agreement.


 






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11.13       Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as Authenticating
Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such capacity pursuant
to the terms of this Agreement.


 


11.14       Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of
the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or
imposed by this Agreement; provided, however, to the extent that such Section 126 and/or 130-k shall not have any
effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect
upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions
of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if
said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further
effect upon the provisions of this Agreement.


 


11.15       Assumption
by Trust of Duties and Obligations of the Lender Under the Mortgage Loan Documents. The Trustee on behalf of the Trust
as assignee of the Mortgage Loan and the Servicer and the Special Servicer hereby acknowledge that the Trust assumes all of the
rights and obligations of the Lender as lender under the Mortgage Loan Documents and agrees to be bound thereby, and in accordance
with the terms thereof. Such acknowledgement on behalf of the Trust is made by the Trustee in the exercise of the powers and authority
conferred and vested in it and is intended for the purpose of binding only the Trust. Nothing contained in this Section shall
be construed as creating any liability on the part of the Trustee, individually or personally, it being agreed that all liabilities
and obligations being acknowledged as assumed are solely those of the Trust, and under no circumstances shall the Trustee be liable
personally for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under
this Agreement, any Mortgage Loan Document or any related document.


 


11.16       Treatment
as a Security Agreement. The Depositor, concurrently with the execution and delivery hereof, has conveyed to the Trust,
all of its right, title and interest in and to the Mortgage Loan. The parties intend that such conveyance of the Depositor’s
right, title and interest in and to the Mortgage Loan pursuant to this Agreement shall constitute a purchase and sale and not
a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Depositor
shall be deemed to have granted, and in such event does hereby grant, to the Trustee, in trust for the registered holders of Holders
of MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M and the Uncertificated
VRR Interest Owners, a first priority security interest in all of its right, title and interest, whether now owned or existing
or hereafter acquired or arising, in, to and under the Mortgage Loan, all payments of principal or interest with respect to the
Mortgage Loan on or after the Closing Date and all proceeds thereof that may come due with respect to the Mortgage Loan and that
this Agreement shall constitute a security agreement under applicable law.


 






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11.17       Cooperation
With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and understood
that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Loan Sellers is entitled
to the benefit of any securitization indemnification provisions that specifically run to the benefit of the Lender in the Mortgage
Loan Documents. Therefore, the Depositor, Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any
Loan Seller, at the sole expense of such Loan Seller, with respect to obtaining the benefits of the provisions of any section
of the Mortgage Loan Agreement providing for indemnification of the Lender and/or its loan seller affiliates with respect to the
current securitization of the Mortgage Loan, including, without limitation, executing any documents as are necessary to permit
such Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Servicer, Special Servicer
or Trustee shall be required to take any action that is inconsistent with Accepted Servicing Practices, would violate applicable
law, the terms and provisions of this Agreement, any related mezzanine intercreditor agreement or the Mortgage Loan Documents,
would adversely affect any Trust Interest Owner, would cause either Trust REMIC to fail to qualify as a REMIC 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 Loan Seller under this Section
11.17, such document shall be in form and substance reasonably acceptable to the Trustee.


 


12.          REMIC
ADMINISTRATION


 


12.1          REMIC
Administration. (a) The Depositor intends that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute,
and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC,
and the provisions hereof shall be interpreted consistently with this intention.


 


(b)          The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated pool of assets constituting such REMIC as a REMIC under the Code. Each such election shall be made
on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar
year in which the Trust Interests are issued.


 


(c)           The
Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC
within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of each Class of the Non-Retained
Regular Certificates and each Uncertificated Lower-Tier Interest (other than the Class LVRR Uncertificated Interest and the LUVRR
Uncertificated Interest) is the Rated Final Distribution Date for the purposes of Section 860G(a)(1) of the Code. The “latest
possible maturity date” of the LUVRR Uncertificated Interest and the Class LVRR Uncertificated Interest is the Distribution
Date in October 2034 for the purposes of Section 860G(a)(1) of the Code.


 


(d)           The
Certificate Administrator shall prepare or cause to be prepared and file or cause to be filed with the IRS, on behalf of each
of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such REMIC on IRS Form
SS-4 or obtain such number by other permissible means. Within thirty days of the Closing Date, the Certificate Administrator shall
furnish or cause to be furnished to the IRS, on IRS Form 8811 or


 






    239


     


    

 


as otherwise may be required by the Code, the name, title and
address of the Persons that Trust Interest Owners may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such
additional information as may be required by such Form, and shall update such information at the time or times and in the manner
required by the Code (and the Depositor agrees within ten Business Days of the Closing Date to provide any information reasonably
requested by the Servicer or the Certificate Administrator and necessary to make such filing).


 


(e)           The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the
preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business,
but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax related duties under this Agreement,
including without limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings
with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable
from the Trust.


 


(f)           The
Certificate Administrator shall prepare or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and
local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the
direct representative for such REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing such
returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate Administrator
or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession,
and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection, and
the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)           The
Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other
tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance
issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall provide
(i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified Organization
or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary
for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to
the Trust Interest Owners such information or reports as are required by the Code or REMIC Provisions. The Depositor shall provide
on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in
its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its obligations
under this subsection.


 


(h)          The
Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders
of such Class R Certificates, to the


 






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irrevocable designation of the Certificate Administrator as the “partnership representative”
of each Trust REMIC within the meaning of Section 6223 of the Code (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.


 


(i)           The
Trustee, the Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform
their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)           The
Trustee, the Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not
take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) endanger the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted under Section
12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited
to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined
in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC Event”) unless (A)
the Trustee, the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the
party seeking to take such action or of the Trust if taken for the benefit of the Trust Interest Owners) with respect to such
action or (B) the Trustee, the Certificate Administrator and the Servicer have received an opinion (at the expense of the party
seeking to take such action or of the Trust if taken for the benefit of the Trust Interest Owners) to the effect that such action
shall not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax shall actually
be imposed.


 


(k)          Any
and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax
on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer,
upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of
any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall
have been imposed on account of the negligence, bad faith, fraud or willful misconduct of any party hereto, or in connection with
the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such
party.


 


(l)           The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC
and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained


 






    241


     


    

 


herein
or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Mortgage Loan shall, for federal
income tax purposes, be allocated first to interest due and payable on the Mortgage Loan (including interest on overdue interest)
other than Default Interest. The books and records shall be sufficient concerning the nature and amount of the investments of
the Lower-Tier REMIC and the Upper-Tier REMIC to show that such REMIC has complied with the REMIC Provisions.


 


(m)          None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC shall receive a fee or other compensation for services.


 


(n)           In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten days after the Closing Date, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Trust Interests,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Trust Interests
and the projected cash flows on the Mortgage Loan. Thereafter, the Depositor, the Trustee, the Servicer and the Special Servicer
shall provide to the Certificate Administrator, promptly upon request therefor, any such additional information or data that the
Certificate Administrator may, from time to time, reasonably request in order to enable the Certificate Administrator to perform
its duties as set forth herein. The Certificate Administrator is hereby directed to use any and all such information or data provided
by the Trustee, the Depositor, the Servicer and the Special Servicer in the preparation of all federal, state or local income,
franchise or other tax and information returns and reports for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Trust
Interest Owners as required herein. The Depositor hereby indemnifies the Certificate Administrator for any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses of the
Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator pursuant to this Section
12.1 that result from any failure of the Depositor to provide or to cause to be provided, accurate information or data to
the Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator) on a timely basis
and such indemnifications shall survive the termination of this Agreement and the termination of the Certificate Administrator.


 


The
Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information
and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


12.2          Foreclosed
Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed
Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned
and operated by the Borrower Related Parties, through a Successor Manager, some portion or all of


 






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the income derived in the Lower-Tier
REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section
860G(c) of the Code and subject to tax at normal corporate income tax rates.


 


In
determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder,
shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable
judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative
method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from
Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking
into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely
recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property.
If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if a Property Manager would
not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace such Property
Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed
Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the
Special Servicer determines that it is in the best interests of the Trust Interest Owners on a net after tax basis to operate
the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of
Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or
cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or
retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent
such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix).


 


Without
limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)             permit
the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms
shall 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 shall constitute Rents from Real Property;


 


(iii)          authorize
or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and
then only if more than ten percent of the construction of such building or other improvements was completed before default on
the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)           Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property
Manager or an


 






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Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date.


 


(b)     
     The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to
sell the Foreclosed Property for its fair market value in accordance with Section 3.16. In any event, however, the
Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is
practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date
occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time
(an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate
Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of
the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on
“prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or
the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Trust Interests are outstanding, in which event such
period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being
an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such
Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the
Foreclosed Property for its fair market value for such longer period as such Extension permits (the
“Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an
Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property,
within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an
Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property
within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period,
as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance
with Accepted Servicing Practices.


 


(c)          Within
30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and
the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was
acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the
gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the
disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


12.3          Prohibited
Transactions and Activities. The Special Servicer, on behalf of the Trust, shall not permit the sale or disposition
of the Mortgage Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default
or default with respect thereto is reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or insolvency
of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation” as defined in
Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed
Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for gain, nor receive any
amount representing a fee or other compensation for services, nor accept any contributions to either the Lower-Tier REMIC or the
Upper-Tier REMIC (other than a cash


 






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contribution during the three (3) month period beginning on the Startup Day), unless it has
received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition,
acquisition, substitution or acceptance shall not (a) affect adversely the status of either the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC, or of the Trust Interests as representing regular interests therein, (b) affect the distribution of interest
or principal on the Trust Interests, (c) result in the encumbrance of the assets transferred or assigned to either the Lower-Tier
REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement), or (d) cause either the Lower-Tier REMIC
or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions” or “prohibited contributions”
pursuant to the REMIC Provisions.


 


12.4          Indemnification
with Respect to Certain Taxes and Loss of REMIC Status. (a) If either the Lower-Tier REMIC or the Upper-Tier REMIC
fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited
transaction or contribution subject to taxation under the REMIC Provisions due to the negligence, bad faith or willful misconduct
by the Certificate Administrator of its duties and obligations specifically set forth herein, or by reason of the Certificate
Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify
the Trust against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments or other costs and expenses (“Losses”) resulting therefrom; provided, however, the
Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the
Servicer, the Special Servicer, the Trustee or the Holders of the Class R Certificates nor for any such Losses resulting from
misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special Servicer, the Trustee, or the Depositor,
on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies
of successor Holders of the Class R Certificates at law or in equity.


 


(b)          If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the negligence, bad faith or willful misconduct of the Servicer or the Special Servicer in the performance of its duties
and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its
obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust against
any and all Losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may
be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor,
the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator,
the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has
relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R
Certificates at law or in equity.


 


13.          EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1         Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement
is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules
and regulations


 






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of the Commission.
Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its
rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes
other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff,
and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties
to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange
Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably
available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any
Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions
of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed
by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


 


13.2          Succession;
Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement), in connection with the succession
to the Servicer, 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) under this Agreement by any Person (i) into which the Servicer, Special Servicer
or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer, the Special
Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether such succession involves
it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an appointment under Section
7.1 or 7.2, in which case the successor servicer or successor special servicer, as applicable, shall provide) to any Other Depositor
as to which the applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession
or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality
agreement (and as long as such notice is not given by a successor servicer or successor special servicer appointed under Section
7.1 or 7.2), and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the
Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to each such Other Depositor, all information relating to such successor servicer reasonably requested by any such
Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
such reports under the Exchange Act are required to be filed under the Exchange Act). 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 Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with respect
to each Companion Loan, the Certificate Administrator


 






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shall comply with the Trust’s obligations under the Co-Lender Agreement
(including with respect to the provision of any required notices) in connection with any resignation, termination, replacement
or appointment of the Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor thereto.


 


(b)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Servicer, the Special
Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer,
the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b)
and Sections 13.2(c), 13.2(d) and 13.16, a “Servicing Party”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide
to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, a written description
(in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing
Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such
Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each
such Subcontractor. Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to
be a Servicing Function Participant to comply with the provisions of Section 13.8 and Section 13.9 of this Agreement
to the same extent as if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor
(or, in the case of each Sub-Servicer set forth on Exhibit N, shall use commercially reasonable efforts to obtain from
such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 13.8 and Section 13.9 of this Agreement, in each case,
as and when required to be delivered.


 


(c)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, 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 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 W hereto) (with respect to the Servicer or the Special Servicer)
or sub-servicing agreement (with respect to any other Servicing Party) 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 each Other Exchange Act Reporting
Party as to which the applicable Companion Loan is affected, to accurately and timely


 






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report the event under Item 6.02 of Form
8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(d)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator,
the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten Business
Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law
or any applicable confidentiality agreement, no later than the time required under Section 13.6 of this Agreement) and
shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form and substance reasonably
satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing
Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


13.3          Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause)
each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each Other Depositor
in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the Exchange Act.


 


13.4          Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later
than noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set forth on
Exhibit V to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor
to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing
Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or
any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party
in such format), or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other
Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties
listed on Exhibit V to this Agreement shall include with such Additional Form 10-D Disclosure application to such party
and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit W, 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 X to this Agreement. The
Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on


 






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Exhibit
V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information.


 


13.5          Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, no later than March 1, commencing in March 2020, (i) the parties listed on Exhibit W to this Agreement shall be required
to provide (and (i) with respect to any Servicing Function Participant of such party that is a 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, each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in
the in house legal department of such party), in EDGAR compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit W to this Agreement
applicable to such party, and (ii) the parties listed on Exhibit W 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 W, 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 X to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit W to this Agreement of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


13.6          Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as
the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of
an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable efforts),
but in no event later than 1:00 p.m. (New York City time) on the second (2nd) Business Day after the occurrence of a Reportable
Event, (i) the parties set forth on Exhibit Y to this Agreement shall be required to provide (and (i) with respect to any
Servicing Function Participant of such party that is a 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 each Other Depositor
and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act
reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format
as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act


 






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Reporting Party and such providing parties,
any Form 8-K Disclosure Information described on Exhibit Y to this Agreement as applicable to such party, if applicable,
and (ii) the parties listed on Exhibit Y 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 Y, 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 X.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit Y of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure
Information.


 


In
the case of a Form 8-K that is filed by or on behalf any Other Securitization Trust as a result of the termination, removal, resignation
or any other replacement of the 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 Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and
at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement, provide to the Other Depositor and Other Exchange Act Reporting Party
of such Other Securitization Trust on or before the date of such proposed succession 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 initial 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 Offering Circular and/or any other
disclosure materials relating to this Trust.





 


13.7         Annual
Compliance Statements. On or before March 1 of each year, commencing in 2020, each of the Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian
and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), at its own expense,
shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on
Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially
reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish)
(each such Servicing Function Participant and each of the Servicer, Special Servicer, the Custodian, the Certificate Administrator
and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), a “Certifying
Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor
and the Companion


 






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Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that
(A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such Person’s
performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations
under this Agreement or the applicable sub-servicing agreement, as applicable, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. For so long as any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor (and,
in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer,
as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant
with which such Certifying Servicer has entered into a servicing relationship with respect to the Trust Loan or the Companion
Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary
servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that
serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in
such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates
delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Certificate Administrator by posting
such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


13.8         Annual Reports on Assessment of Compliance with Servicing
Criteria. (a) On or before March 1 of each year, commencing in 2020, the Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, Custodian, the Certificate
Administrator and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), each
at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a
Sub-Servicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the
Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii)
with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause
such Servicing Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the
Custodian, 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 and the
17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information
Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan
Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Applicable Servicing Criteria that
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


 






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responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement
that such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C)
such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of the end of and for the
preceding calendar year, including, if there has been any material instance of noncompliance with the Applicable Servicing
Criteria, a discussion of each such failure and the nature and status thereof (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) and (D) a statement that a registered public accounting firm that is a member
of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting
Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period. Copies of all
compliance reports delivered pursuant to this Section 13.8 shall be provided to any Certificateholder, upon the written
request therefor, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each
Other Depositor may review each such report and, if applicable, consult with each Reporting Servicer as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria.


 


(b)          On
the Closing Date, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee each acknowledge
and agree that Exhibit L to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)           No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian
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, in each case, and each such notice will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Servicer, the Special Servicer and, for
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator,
the Custodian, the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year) and any Servicing
Function Participant submit their assessments pursuant to Section 13.8(a) of this Agreement, such parties, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 13.9) of each Servicing Function
Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31 of each calendar
year.


 


(d)          In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian or the Trustee (if it has made, or is required to make, an Advance
during the applicable period) is terminated or resigns pursuant to the terms of this Agreement, such


 






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party shall provide, and
each such party shall cause (or, if the Servicing Function Participant is a Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause) any Servicing Function Participant engaged by it to provide (and the Servicer, the Special Servicer, Certificate
Administrator, the Custodian and the Trustee shall, with respect to any Servicing Function Participant that resigns or is terminated
under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance
pursuant to this Section 13.8, coupled with an attestation as required in Section 13.9 in respect of the period
of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator, the Custodian, or the Trustee (if it has made, or is required
to make, an Advance during such period of time) was subject to this Agreement or the period of time that the applicable Servicing
Function Participant was subject to such other servicing agreement.


 


13.9          Annual
Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2020, the
Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (if it has made, or is required to make, an Advance
during the applicable calendar year), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing
Function Participant that is a 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 Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website
pursuant to Section 8.14(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an
Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider
(who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), to the effect that (i) it has
obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment
from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing
Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment
of compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation
report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the
Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of all statements
delivered pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting
such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 






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For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of such report from the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable calendar year) or any Servicing Function Participant, the Depositor and
each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator,
the Custodian or the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year) as to the
nature of any defaults by the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it
has made, or is required to make, an Advance during the applicable calendar year) or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may be, in the
fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s,
the Trustee’s (if it has made, or is required to make, an Advance during the applicable calendar year) or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.


 


13.10          Significant
Obligor. With respect to any Companion Loan that the applicable Other Depositor has notified the Servicer in writing
that the Property is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (a “Significant
Obligor”) with respect to an Other Securitization Trust that includes such Companion Loan, to the extent that the Servicer
is in receipt of the updated financial statements of such Significant Obligor for any calendar quarter (other than the fourth
calendar quarter of any calendar year), 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 Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of such Other Securitization
Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing
Deadline or four (4) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if
such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or fourteen (14) or more Business Days prior to the related Significant 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 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 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 Mortgage Loan Documents, the Servicer (i) shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the


 






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ongoing reporting obligations of the related Other Depositor
under the Exchange Act) to obtain the periodic financial statements of the Borrower under the Mortgage 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 Borrower 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.


 


13.11       Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer, the Custodian and the Trustee shall provide (and
with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide)
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 1 of the year following the year to which the Form 10-K of such Other Securitization Trust
relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached
to this Agreement as Exhibit Z-1, Exhibit Z-2, Exhibit Z-3, Exhibit Z-4 and Exhibit Z-5, as
applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification
to the Certifying Person pursuant to this Section 13.11 with respect to the period of time it was subject to this Agreement or
the applicable sub-servicing or primary servicing agreement, as the case may be.


 


13.12       Indemnification.
Each of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying
Party”) shall indemnify and hold harmless, the Depositor, each Other Depositor, any employee, director or officer of
the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including
without limitation reasonable attorney’s fees and expenses related to the enforcement of this indemnity and the costs of
investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party
arising out of: (i) the failure of any Indemnifying Party to perform its obligations under this Article 13; (ii) the failure of
any Servicing Function Participant or Additional Servicer retained by it (other than a Loan Seller Sub-Servicer) to perform its
obligations under this Article 13; (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 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 13, or the omission
to state in any such information a


 






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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 nonbinding); (iv) negligence, bad faith or willful misconduct on the part of the Servicer,
the Special Servicer, 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 Servicer, the Special Servicer, 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 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 necessary for the Depositor
or any Other Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered
by the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, a Servicing Function Participant
or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding such Affected
Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor
or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or
any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected
Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible
for timely preparing a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s
response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing
Function Participant or Additional Servicer retained by the Servicer, the 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


 






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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 Servicer, the Special Servicer, 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
Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function
Participant of such party that is not a Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such
party that is a 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 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) a breach of its obligations to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement,
(ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicing
Party (as defined in Section 13.2(b) to identify a Servicing Function Participant pursuant to Section 13.8(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 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 Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall
contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of
the indemnified party


 






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in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand
and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this
Article 13 (or breach of its obligations under the applicable sub-servicing 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 Servicer, the Special Servicer, the Trustee
and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Loan Seller Sub-Servicer
(and with respect to any Servicing Function Participant of such party that is a 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 13.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer, the
Special Servicer, the Trustee or the Certificate Administrator.


 


13.13       Amendments.
This Article 13 may be amended by the parties hereto pursuant to Section 10.1 of this Agreement for purposes of complying with
Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed securities
market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or
the consent of any Trust Interest Owner, notwithstanding anything to the contrary contained in this Agreement.


 


13.14      Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor
or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 13 provided that such termination shall not be effective until
a successor Certificate Administrator shall have accepted the appointment.


 


13.15          [Reserved].


 


13.16          Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, each of the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee,
as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the 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 13 and (ii) promptly notify the Depositor
following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items
that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated
by this Article 13. 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 Servicer or the
Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Servicer,
the Special Servicer, the Custodian, the Certificate Administrator or the


 






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Trustee, as applicable, may have to terminate such Sub-Servicing
Agreement or sub-servicing agreement, as applicable.


 


13.17       Notification
Requirements and Deliveries in Connection With Securitization of a Companion Loan.


 


(a)          Any
other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article 13, in connection with the requirements contained in this Article 13 that provide for
the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting
Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such
items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party 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 11.04 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 13.7, Section 13.8 and Section
13.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are
requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange
Act Reporting Party is only required to provide a single written notice to such effect; provided further, that this notice
requirement does not apply to any Companion Loan that is included in any Other Securitization as of the Closing Date. Any reasonable
cost and expense of the Servicer, Special Servicer, Operating Advisor, 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 13 to such Other Depositor and Other Exchange Act Reporting
Party of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under
this Article 13 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for
delivery set forth in this Article 13 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation,
the parties shall not be required to deliver such items; provided that no such confirmation will be required in connection
with any delivery of the items contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement.
Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization
Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements
of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the
right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange


 






    259


     


    

 


Act Reporting
Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)           Each
of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request
given in accordance with the terms of Section 13.17(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a Companion Loan to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor or the
holder of such Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)           The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in
accordance with the terms of Section 13.17(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid
or caused to be paid by the Other Depositor or the holder of the related Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred to in Section 13.17(b) with respect to such
party, substantially identical to those, if any, delivered by the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None
of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item
with respect to the securitization of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)           Each
of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given
in accordance with the terms of Section 13.17(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 13.17(d)) to the Other Depositor and the trustee
under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information (including,
but not limited to, disclosure information) required for such Other Securitization Trust to 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 Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information
concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust.


 


(e)           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
2019-650M securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification
agreement(s) provided by or on behalf of the Servicer, the Special Servicer, the


 






    260


     


    

 


Custodian, the Certificate Administrator or the
Trustee, as the case may be, pursuant to this Section 13.17(e) shall be paid or caused to be paid by the related Other
Depositor or the applicable Companion Loan Holder that transferred the related 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 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 Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, pursuant to this Section 13.17(e) 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.





 


[SIGNATURE
PAGE FOLLOWS]


 






    261


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day
and year first above written.


 





	 	CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor
	 	 	 
	 	By:	/s/ Sana Petersen
	 	 	Name: Sana Petersen
	 	 	Title:   Vice President



 


	 	KEYBANK NATIONAL ASSOCIATION,
as Servicer
	 	 	 
	 	By:	/s/ Michael A. Tilden 
	 	 	Name: Michael A. Tilden
	 	 	Title:   Vice President






 





	 	LNR PARTNERS, LLC, as Special
Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn 
	 	 	Name: Jerry Hirschkorn
	 	 	Title: Vice President



 





	 	WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers 
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President



 


	 	CITIBANK, N.A., as Certificate
Administrator
	 	 	 
	 	By:	/s/ John Hannon 
	 	 	Name: John Hannon
	 	 	Title: Senior Trust Officer









 





MAD 2019-650M
- Trust and Servicing Agreement







 






     


     


    

 





	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 



 


On the 10th
day of December 2019, before me, a notary public in and for said State, personally appeared Sana Peterson, known to me to be a
Vice President of CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., which executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Nannette L. Edwards
	
        Nannette L. Edwards

        

        Notary Public, State of New York

        No. 01ED6158862

        Qualified in Queens County

        Commission Expires Jan. 08, 2023
	 	NOTARY PUBLIC in and for the

State of New York


 





	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 
	01-08-2023	 



 








MAD 2019-650M
- Trust and Servicing Agreement



 




     


     


    

 





	STATE OF Kansas	)
	 	)      ss.:
	COUNTY OF Johnson	)










 


On the 10th
day of December 2019, before me, the undersigned, a Notary Public in and for the State Of Kansas, personally appeared Michael A.
Tilden, known to me to be a Vice President of KeyBank National Association, which executed the within instrument, and also known
to me to be the person who executed it on behalf of such entity, and acknowledged to me that such person executed the within instrument.


 


WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Ashlee Gomerdinger 
	
        


Ashlee
Gomerdinger


Notary Public, State of Kansas


My Appointment Expires


October 03, 2021





	 	NOTARY PUBLIC in and for the

State of Kansas


 





	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 
	10/3/2021	 


 











MAD 2019-650M
- Trust and Servicing Agreement









     


     


    

 





	STATE
                                         OF 	)	 
	 	)	ss:
	COUNTY OF	)	 





 


On the 9th
day of December 2019, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn, known to me to be
a Vice President of LNR PARTNERS, LLC, which executed the within instrument, and also known to me to be the person who executed
it on behalf of such entity, and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/ Austin Scott Ross 
	 	NOTARY PUBLIC in and for the

State of New York


 


	[SEAL]	AUSTIN SCOTT ROSS
	 	NOTARY PUBLIC-STATE OF NEW YORK
	My Commission expires:	No. 01RO6394874
	 	Qualified in New York County
	7/15/2023	My Commission Expires 07-15-2023








 











MAD 2019-650M
- Trust and Servicing Agreement





 




     


     


    

 





	STATE
    OF Delaware	)	 
	 	)	ss:
	COUNTY OF New Castle	)	 








 


On the 9 day of December
2019, before me, a notary public in and for said State, personally appeared Beverly D. Capers, known to me to be an A.V.P. of
WILMINGTON TRUST, NATIONAL ASSOCIATION, which executed the within instrument, and also known to me to be the person who executed
it on behalf of such entity, and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    CHRISTINA BADER
	 	NOTARY PUBLIC in
    and for the

    State of Delaware
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 
	 	CHRISTINA BADER
	 	NOTARY PUBLIC
	 	STATE OF DELAWARE
	 	MY COMMISSION EXPIRES
	 	MARCH 22, 2020





 














MAD 2019-650M
- Trust and Servicing Agreement



 




     


     


    

 





	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 



 


On the 17th
day of December 2019, before me, a notary public in and for said State, personally appeared John Hannon, known to me to be a Senior
Trust Officer of CITIBANK, N.A. which executed the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Kate Molina 
	KATE
MOLINA


Notary Public – State of New York


No. 01MO6387127


Qualified in Richmond County


My Commission Expires Feb 4, 2023


	 	NOTARY PUBLIC in and for the

State of New York


 





	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 
	Feb. 4, 2023	 


 

















MAD 2019-650M
- Trust and Servicing Agreement



 



     


     


    




 


EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWER, THE BORROWER SPONSORS OR ANY OF


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-1-1 


     


    

 


THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INVESTOR THAT IS A NON-”U.S. PERSON” IN
AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, 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


 






    Exhibit A-1-2 


     


    

 


ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    Exhibit A-1-3 


     


    

 


MAD
COMMERCIAL MORTGAGE TRUST 2019-650M

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-650M, CLASS A


 


	Pass-Through
    Rate: The Adjusted Net Mortgage Rate1	 	 
	 	 	 
	First
    Distribution Date: January 14, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A Certificates: $105,735,000	 	Rated
    Final Distribution Date: December 2034
	 	 	 
	CUSIP:  55283JAA8

    ISIN:   US55283JAA882	 	Initial
    Certificate Balance of this Certificate: $[_________]
	 	 	 
	CUSIP:
U5562JAA2

ISIN: USU5562JAA26 

        Common
Code: [______]3
	 	 
	 	 	 
	No.:
    A-[ ]	 	 


 


This
certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in
the distributions to be made from a Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of
a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain
Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans
which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage
Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B,
Class R and Class VRR Certificates (collectively, with the Class A Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”)
and the Uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December
8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc.,
as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not


 





 



 





		1	The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum.



 


		2	For Certificate sold in reliance on Rule 144A only.



 


		3	For Regulation S Global Certificate only.



 






    Exhibit A-1-4 


     


    

 


defined herein, capitalized terms used herein
shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business
Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided,
that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the
Closing 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, interest and any Non-Retained Prepayment Fees then distributable,
if any, with respect to the Class A Certificates for such Distribution Date, all as more fully described in the Trust and Servicing
Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution
Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020.


 


All
distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-1-5 


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner
the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages
of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the
Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing
Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section
11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without
the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without
its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator
shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion
of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions
precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without
the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting
the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower
Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain
remittances to the Companion Loan Holders to the extent of any remaining funds and in


 






    Exhibit A-1-6 


     


    

 


accordance with the Co-Lender Agreement,
(y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution
Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment
on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without
limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust
and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-1-7 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Certificate
Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Authenticating
Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-1-8 


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of 

Exchange or 

Payment of 

Principal	 	 	 	Certificate
    

Balance Prior 

to Exchange or 

Payment	 	 	 	Certificate
    

Balance 

Exchanged or 

Principal 

Payment Made	 	 	 	Type
    of 

Certificate 

Exchanged for	 	 	 	Remaining
    

Certificate 

Balance 

Following Such 

Exchange or 

Payment	 	 	 	Notation
    Made 

by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit A-1-9 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-1-10 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 


	 	By:	 
	 	 	[Please
    print or type name(s)]


 


	 	Title:	 
	 	 
	 	Taxpayer
    Identification Number:


 






    Exhibit A-1-11 


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS B CERTIFICATES


 


CLASS
B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWER, THE BORROWER SPONSORS OR ANY OF


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global Certificate legend.



 






    Exhibit A-2-1 


     


    

 


THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE
SET FORTH BELOW.


 


THIS
CLASS B CERTIFICATE IS SUBORDINATED TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH
IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INVESTOR THAT IS A NON-”U.S. PERSON” IN
AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OR REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS


 






    Exhibit A-2-2 


     


    

 


CERTIFICATE, UNLESS (A)(I) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    Exhibit A-2-3 


     


    

 


MAD
COMMERCIAL MORTGAGE TRUST 2019-650M

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-650M, CLASS B


 


	Pass-Through
    Rate: The Adjusted Net Mortgage Rate1	 	 
	 	 	 
	First
    Distribution Date: January 14, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class B Certificates: $97,755,000	 	Rated
    Final Distribution Date: December 2034
	 	 	 
	CUSIP:
55283JAC4

ISIN: US55283JAC452
	 	Initial
    Certificate Balance of this Certificate: $[_________]
	 	 	 
	CUSIP: U5562JAB0

ISIN:  USU5562JAB09 

        Common
Code: [______]3 
	 	 
	 	 	 
	No.:
B-[_] 
	 	 


 


This
certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in
the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of
a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain
Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans
which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage
Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”)
and the Uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December
8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc.,
as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not


 





 



 





		1	The approximate initial Pass-Through Rate as of the Closing Date is 3.575% per annum.



 


		2	For Certificate sold in reliance on Rule 144A only.



 


		3	For Regulation S Global Certificate only.



 






    Exhibit A-2-4 


     


    

 


defined herein, capitalized terms used herein
shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business
Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided,
that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the
Closing 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, interest and any Non-Retained Prepayment Fees then distributable,
if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing
Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution
Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020.


 


All
distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 






    Exhibit A-2-5 


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner
the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages
of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the
Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing
Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section
11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without
the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without
its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator
shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion
of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions
precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without
the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting
the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower
Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain
remittances to the Companion Loan Holders to the extent of any remaining funds and in


 






    Exhibit A-2-6 


     


    

 


accordance with the Co-Lender Agreement,
(y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution
Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment
on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without
limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust
and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-2-7 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Certificate
Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Authenticating
Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-2-8 


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of 

Exchange or 

Payment of 

Principal	 	 	 	Certificate
    

Balance Prior 

to Exchange or 

Payment	 	 	 	Certificate
    

Balance 

Exchanged or 

Principal 

Payment Made	 	 	 	Type
    of 

Certificate 

Exchanged for	 	 	 	Remaining
    

Certificate 

Balance 

Following Such 

Exchange or 

Payment	 	 	 	Notation
    Made 

by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit A-2-9 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-2-10 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 


	 	By:	 
	 	 	[Please
    print or type name(s)]


 


	 	Title:	 
	 	 
	 	Taxpayer
    Identification Number:


 






    Exhibit A-2-11 


     


    

 



EXHIBIT
A-3


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWER, THE BORROWER SPONSORS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR


 






    Exhibit A-3-1 


     


    

 


OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS
CERTIFICATE EVIDENCES ALL OR A PORTION OF THE SOLE CLASS OF “RESIDUAL INTERESTS” 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. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT IN THE FORM ATTACHED AS AN EXHIBIT
TO THE TRUST AND SERVICING AGREEMENT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
(A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER,
NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY
INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO
BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE
A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE
OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.
THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION
1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY
A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS,
TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN
ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    Exhibit A-3-2 


     


    

 


MAD
COMMERCIAL MORTGAGE TRUST 2019-650M

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-650M, CLASS R


 


	Percentage
    Interest of the Class R Certificates: [     ]%
	 
	CUSIP: 55283JAG5

    ISIN:  US55283JAG58

    No.: R-[ ]


 


This
certifies that [_____________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of a fixed rate mortgage
loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain Collateral held
in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans which are not assets
of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.”
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
B and Class VRR Certificates (collectively, with the Class R Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”)
and the Uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December
8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc.,
as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein
shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business
Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided,
that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the
Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this
Certificate) of any amounts distributable with respect to the Class R Certificates for such Distribution Date, all as more fully
described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 8th day
of the


 






    Exhibit A-3-3 


     


    

 


calendar month in which such Distribution Date occurs, but if such 8th day is not a Business Day, the immediately succeeding
Business Day, commencing in January 2020.


 


All
distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate


 






    Exhibit A-3-4 


     


    

 


Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner
the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages
of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the
Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing
Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section
11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without
the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without
its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator
shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion
of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions
precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without
the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting
the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower
Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain
remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement,
(y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution
Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment
on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without
limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust
and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.


 






    Exhibit A-3-5 


     


    

 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 


The
Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders
of such Class R Certificates, to the irrevocable designation of the Certificate Administrator as the “partnership representative”
of each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs).


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)        Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not
a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as
possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to an Initial Purchaser and any
subsequent transfer thereof by an Initial Purchaser to any of its Affiliates, 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 I-1 to the Trust and
Servicing Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee
is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due
and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual


 






    Exhibit A-3-6 


     


    

 


Ownership Interest,
it may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay
taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income
with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee
will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the
proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a
broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly
agrees to be bound by and to abide by the provisions of Section 5.3(p) of the Trust and Servicing Agreement and (y) other than
in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit I-2 to the Trust and Servicing Agreement (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the Internal Revenue Service and
the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, such Persons shall in no event be excused from furnishing
such information.


 


(iv)       The
Class R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs.


 






    Exhibit A-3-7 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Certificate
Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Authenticating
Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-3-8 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-3-9 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 


	 	By:	 
	 	 	[Please
    print or type name(s)]


 


	 	Title:	 
	 	Taxpayer
    Identification Number:


 






    Exhibit A-3-10 


     


    

 




EXHIBIT
A-4


 


FORM
OF CLASS VRR CERTIFICATES


 


CLASS
VRR


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWER, THE BORROWER SPONSORS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INVESTOR THAT IS A NON-”U.S. PERSON” IN
AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A


 






    Exhibit A-4-1 


     


    

 


GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (I) THIS CERTIFICATE IS ACQUIRED BY SUCH PERSON
THROUGH CITIGROUP GLOBAL MARKETS INC., BARCLAYS CAPITAL INC., GOLDMAN SACHS & CO. LLC OR BMO CAPITAL MARKETS CORP., (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.


 


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 TRUST AND SERVICING AGREEMENT.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    Exhibit A-4-2 


     


    

 


MAD
COMMERCIAL MORTGAGE TRUST 2019-650M

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-650M, CLASS VRR


 


	Pass-Through
    Rate: N/A. The Class VRR Certificates will not have a Pass-Through Rate, but will be entitled to interest on any Distribution
    Date equal to a pro rata share of the VRR Interest Distribution Amount for such Distribution Date	 	 
	 	 	 
	First
    Distribution Date: January 14, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class VRR Certificates: $8,568,000	 	Rated
    Final Distribution Date: N/A
	 	 	 
	CUSIP: 55283JAE0

    ISIN:  US55283JAE011	 	Initial
    Certificate Balance of this Certificate: $[_________]
	 	 	 
	CUSIP: U5562JAC8

    ISIN:  USU5562JAC812 

    	 	 
	 	 	 
	CUSIP: 55283JAF7

ISIN:  US55283JAF75 

        Common
Code: [______]3 
	 	 
	 	 	 
	No.:
    VRR-[ ]	 	 


 


This
certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in
the distributions to be made from a Trust Fund with respect to the Class VRR Certificates. The Trust Fund consists primarily of
a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by eight promissory notes and secured by certain
Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures multiple Companion Loans
which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage
Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class B and Class R Certificates (collectively, with the Class VRR Certificates, the “Certificates”; the


 





 



 





		1	For Certificate sold in reliance on Rule 144A only.



 


		2	For Regulation S Global Certificate only.



 


		3	For IAI Certificate only.



 






    Exhibit A-4-3 


     


    

 


Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”)
and the Uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of December
8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc.,
as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein
shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in January 2020 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business
Day of the calendar month immediately preceding the calendar month in which the applicable Distribution Date occurs (provided,
that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the
Closing 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, interest and any VRR Prepayment Fees then distributable, if
any, with respect to the Class VRR Certificates for such Distribution Date, all as more fully described in the Trust and Servicing
Agreement. With respect to each Distribution Date, the Determination Date is the 8th day of the calendar month in which such Distribution
Date occurs, but if such 8th day is not a Business Day, the immediately succeeding Business Day, commencing in January 2020.


 


All
distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Notes,
as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Trustee and the Certificate Administrator.


 






    Exhibit A-4-4 


     


    

 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loan which are required to be distributed on any Trust Interest or to any Companion Loan Holder, (ii) alter in any manner
the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages
of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the
Trust and Servicing Agreement; (v) change in any manner the obligations or rights of any Loan Seller under the Trust and Servicing
Agreement or the applicable Trust Loan Purchase Agreement without the consent of the related Loan Seller; (vi) amend Section
11.1 of the Trust and Servicing Agreement; (vii) change in any manner the obligation or rights of any Initial Purchaser without
the consent of the affected Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without
its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator
shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion
of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions
precedent to such amendment have been


 






    Exhibit A-4-5 


     


    

 


satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without
the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting
the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower
Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than (x) the obligation to make certain
remittances to the Companion Loan Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement,
(y) the obligation of the Certificate Administrator to make certain payments to Trust Interest Owners after the final Distribution
Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment
on the Trust Interests and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without
limitation, in connection with the sale of the Trust Loan pursuant to a related mezzanine intercreditor agreement or the Trust
and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-4-6 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Certificate
Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class VRR Certificates referred to in the Trust and Servicing Agreement.


 


Dated: December
17, 2019


	 	 
	 	 	CITIBANK, N.A., 

not in its individual capacity but solely as Authenticating
Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-4-7 


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of 

Exchange or 

Payment of 

Principal	 	 	 	Certificate
    

Balance Prior 

to Exchange or 

Payment	 	 	 	Certificate
    

Balance 

Exchanged or 

Principal 

Payment Made	 	 	 	Type
    of 

Certificate 

Exchanged for	 	 	 	Remaining
    

Certificate 

Balance 

Following Such 

Exchange or 

Payment	 	 	 	Notation
    Made 

by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit A-4-8 


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-4-9 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _____________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 


	 	By:	 
	 	 	[Please
    print or type name(s)]


 


	 	Title:	 
	 	Taxpayer
    Identification Number:


 






    Exhibit A-4-10 


     


    

 


EXHIBIT
B


 


FORM
OF REQUEST FOR RELEASE

(for Custodian/Certificate Administrator)


 


	Loan
    Information
	 
	Name
    of Mortgagor:	 
	 	 
	[Servicer]
                                         [Special

                                  
	 
	Servicer]
                                  Loan No.:	 
	 	 
	Custodian/Certificate
    Administrator
	 
	Name:	Citibank,
    N.A.
	 	 
	Address:	388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Global Transaction Services – MAD 2019-650M

	 	 
	Custodian 

        Mortgage
        File No.: 
	 
	 	 
	Depositor
	 
	Name:	Citigroup
    Commercial Mortgage Securities Inc.
	 	 
	Address:	388
    Greenwich Street, 6th Floor

    New York, New York 10013

    Attention:  Richard Simpson
	 	 
	Certificates:	MAD
    Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M


 


The
undersigned [Servicer] [Special Servicer] hereby requests delivery from Citibank, N.A., as custodian (the “Custodian”),
for the Holders of MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, the
documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National
Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank,
N.A., as Certificate Administrator.


 






    Exhibit B-1


     


    

 


		( )	Note
                                         dated [_____] [__], 201[_], in the original principal sum of $______, made by _______,
                                         payable to, or endorsed to the order of, the Trustee for the benefit of Certificateholders.



 


		( )	Mortgage(s)
                                         recorded on ____________ as instrument no. ________ in the County Recorder’s Office
                                         of the County of _________, State of ___________ in book/reel/docket ___________ of official
                                         records at page/image ________.



 


		( )	Deed
                                         of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s
                                         Office of the County of ___________, State of _______ in book/reel/docket ____________
                                         of official records at page/image.



 


		( )	Deed
                                         to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s
                                         Office of the County of ___________, State of _______ in book/reel/docket ____________
                                         of official records at page/image.



 


		( )	Other
                                         documents, including any amendments, assignments or other assumptions of the Note or
                                         Mortgages.



 





	(
    )	 
	 	 
	(
    )	 
	 	 
	(
    )	 
	 	 
	(
    )	 


  


The
undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee for the
benefit of Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.


 


(2)          The
[Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in
the Trust and Servicing Agreement.


 


(3)          The
[Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the
Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted to the
Collection Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)          The
Documents, coming into the possession or control of the [Servicer] [Special Servicer], shall at all times be earmarked for the
account of the Trustee (or the Custodian on its behalf) for the benefit of the Certificateholders, and the [Servicer] [Special


 



    Exhibit B-2


     


    

 


Servicer]
shall keep the Documents separate and distinct from all other property in the [Servicer’s] [Special Servicer’s] possession,
custody or control.


	 	 	 
	 	[KeyBank
    National Association, as Servicer]
	 	 
	 	[LNR
    PARTNERS, LLC, as Special Servicer]
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date:	 	 	 	 


  




    Exhibit B-3


     


    

 


EXHIBIT
C


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [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 Trust and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 





 




 


		*	Select
                                         appropriate depository.



 



    Exhibit C-1


     


    

 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer.





	 	 	 
	 	[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.



 




    Exhibit C-2


     


    

 


EXHIBIT
D


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, 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),


 






    Exhibit D-1


     


    

 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)         the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (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, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer.





	 	 	 
	 	[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.



 




    Exhibit D-2


     


    

 


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310 


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [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, which 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 are being exchanged or transferred in accordance
with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 





 



 


		*	Select
                                         appropriate depository.



 






    Exhibit E-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer.





	 	 	 
	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: 	 	 	 	 


  


cc:
Citigroup Commercial Mortgage Securities Inc.


 




    Exhibit E-2


     


    

 


EXHIBIT
F


 


FORM
OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Trust and Servicing Agreement certifies that it is 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.


 


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


 





 



 


		*	Select,
                                         as applicable.



 



    Exhibit F-1


     


    

 


the
Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.


 


		Dated: 	             	 



 


		By:	 	 
	 	 	as,
                                         or as agent for, the holder of a beneficial interest in the Certificates to which this
                                         certificate relates.



 




    Exhibit F-2


     


    

 


EXHIBIT
G-1


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [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 Trust and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 





 



 


		*	Select
                                         appropriate depository.



 






    Exhibit G-1-1


     


    

 


[(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; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer.





	 	 	 
	 	[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.



 




    Exhibit G-1-2


     


    

 


EXHIBIT
G-2


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, 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),


 






    Exhibit G-2-1


     


    

 


[(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, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer.





	 	 	 
	 	[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.



 




    Exhibit G-2-2


     


    

 


EXHIBIT
G-3


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, which 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.


 


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


 



    Exhibit G-3-1


     


    

 


the
Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.





	 	 	 
	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:
	Dated: 	 	 	 	 


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 




    Exhibit G-3-2


     


    

 


EXHIBIT
H-1


 


FORM
OF TRANSFEROR CERTIFICATION FOR

TRANSFERS OF DEFINITIVE CERTIFICATES


 


Citibank,
N.A.

as Certificate Registrar


480
Washington Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention:
Securities Window


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of a Class [___] Certificate [having an initial Certificate Balance or Notional Amount as of
[________] (the “Settlement Date”) of $[__________]][evidencing a [__]% Percentage Interest in such Class] (the
“Transferred Certificate”). The Certificates, including the Transferred Certificate, were issued pursuant to
the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC,
as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing
Agreement.


 


The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)          The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or 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


 



    Exhibit H-1-1


     


    

 


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:


 




    Exhibit H-1-2


     


    

 


EXHIBIT
H-2


 


FORM
OF INVESTMENT REPRESENTATION LETTER FOR TRANSFERS OF DEFINITIVE CERTIFICATES


 


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


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M, Class [__]	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you pursuant to Section 5.3(i) of the Trust and Servicing Agreement, dated as of December 8, 2019 (the
“Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as
Trustee, and Citibank, N.A., as Certificate Administrator, in connection with the transfer by [_______] (the “Seller”)
to the undersigned (the “Purchaser”) of [$[______] aggregate] [Certificate Principal Amount] [Notional Amount]
[of] Class [__] Certificates [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 Trust 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


 





 



 


		1	Any
                                         Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may
                                         acquire a Class R Certificate.



 



    Exhibit H-2-1


     


    

 


investment
in the Transferred Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the
economic risk of our or its investment. The Purchaser is acquiring the Transferred Certificate for its own account or for one
or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


☐
          The Purchaser is a “qualified institutional buyer” (a
“QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act, and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Purchaser is acquiring the Transferred
Certificate for its own account, or for the account of another QIB. The Purchaser is aware that the transfer is being made in
reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection
with this transfer.


 


2.            The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to [(i)] “qualified institutional buyers” in transactions complying with Rule 144A[, FOR TRANSFERS
OF ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of
an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable
state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in
connection with the proposed transfer]. It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate)
has not been registered under the 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 December 5, 2019, relating to the 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.


 






    Exhibit H-2-2


     


    

 


5.            The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a 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 5.3
of the Trust 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.


 


For
the purposes of this paragraph 7, “U.S. Tax Person” means (i) a citizen or resident alien of the United States,
(ii) a corporation, partnership (except as provided in applicable Treasury regulations) or other entity created or organized in
or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, (iii) an estate whose income is subject to United States federal income tax regardless
of the source of its income, (iv) a trust if a court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. 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 a U.S. Tax Person) and (v) any other Person that is disregarded as separate from its owner for U.S.
federal income tax purposes and whose owner is described in clauses (i) through (iv) above.


 


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:


 





 



 


		**	Please
                                         select (a) or (b).



 






    Exhibit H-2-3


     


    

 





	 	Account
    number:	 	 



 





	 	Institution:	 	 


 





	 	(b)           	by
    mailing a check or draft to the following address:	 




	 	 	 




	 	 	 




	 	 	 


  





	 	The
    mailing address of the Purchaser is:	 






	 	 	 


 





	 	Very
    truly yours,
	 	 
	 	[Insert
    Name of Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Dated:
    ________________, 20__


  




    Exhibit H-2-4


     


    

 


ANNEX
1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Seller] (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 $______________________1
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



 





 



 


		1	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.



 






    Exhibit H-2-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.


 






    Exhibit H-2-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
	Yes	No	only
    for the Purchaser’s own account



 


6.            If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.            The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.            Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant
to which the Transferred Certificate was issued.





	 	 
	 	Print
    Name of Purchaser



 


	 	By:	 






	 	Name:	 






	 	Title:	 






	 	Date:	 



  




    Exhibit H-2-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 [name of Seller] (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).


 


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


 



    Exhibit H-2-Annex 2-1


     


    

 


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
	Yes	No	only
    for the Purchaser’s own account


 


6.            If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the
Purchaser through one or more of the appropriate methods contemplated by Rule 144A.


 


7.            The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.            Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust 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:


 




    Exhibit H-2-Annex 2-2


     


    


 



EXHIBIT
H-3


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFER OF

CLASS VRR CERTIFICATES


 


[Date] 


 


	Citi
Real Estate Funding Inc. 

        388
Greenwich Street, 6th Floor 

        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number: (646) 328-2943

         




        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Fax
        number: (347) 394-0898




         

        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number: (646) 862-8988

         




        with
        electronic copies e-mailed to:

         




        Richard
        Simpson at richard.simpson@citi.com

        and


        Ryan
        M. O’Connor at ryan.m.oconnor@citi.com

	 	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

         




	Citibank,
N.A., as Certificate Registrar


        480
        Washington Boulevard, 30th Floor


        Jersey
        City, New Jersey 07310


        Attention:
        Securities Window





	 	Barclays
Capital Real Estate Inc. 

        745
Seventh Avenue 

        New
York, New York 10019 

        Attention:
Daniel Vinson 

        Email:
daniel.vinson@barclays.com 

        Facsimile
No.: (646) 758-1700

         

        with
a copy to: 

         

        Barclays
Capital Real Estate Inc. 






 






    Exhibit H-3-1


     


    

 


	




	 	

        745
        Seventh Avenue 

        New
        York, New York 10019 

        Attention:
        Steven P. Glynn 

        Email:
        steven.glynn@barclays.com 

        Facsimile
        No.: (212) 412-7519

         



	BMO
                                         Harris Bank N.A. 

        111
        West Monroe Street 

        Chicago,
        Illinois 60603 

        Attention: 
        Michael Kauffman, Managing Director 

        Email: Michael.Kauffman@bmo.com

         

        with
        a copy to:

         

        Cadwalader,
        Wickersham & Taft LLP 

        200
        Liberty Street 

        New
        York, New York 10281 

        Attention:
        Joo Kim 

        Email:
        Joo.Kim@cwt.com 


	 	Goldman
                                         Sachs Mortgage Company 

        200
        West Street 

        New
        York, New York 10282 

        Attention:
        Leah Nivison 

        Email:
        leah.nivison@gs.com

         

        with
        a copy to Brian Bolton, email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com

         





 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) and the Uncertificated VRR Interest issued
                                         pursuant to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as
                                         Special Servicer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
                                         National Association, as Trustee 



 


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.



 






    Exhibit H-3-2


     


    

 


		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., Barclays Capital Inc., BMO Capital Markets Corp. and Goldman Sachs & Co. LLC
                                         or an affiliate of one of the foregoing.



 


		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 the Credit Risk Retention Rules, of the Transferor
(a “Majority-Owned Affiliate”).



 


		B.	The
Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person that is not a Majority-Owned
Affiliate, and that for so long as it retains its interest in the Transferred Interest, 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 U.S. Credit
Risk Retention Agreement, dated and effective as of December [ ], 2019 (the “U.S. Credit Risk Retention Agreement”),
between Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Barclays Bank PLC, BMO Harris Bank N.A., Goldman Sachs
Mortgage Company, Goldman Sachs Bank USA and Citigroup Commercial Mortgage Securities Inc., pursuant to which the Purchaser has
agreed to be bound by the terms of the U.S. Credit Risk Retention Agreement to the same extent as if the Purchaser was the Transferor.



 


		D.	The
Purchaser hereby makes each representation set forth in Section 4(b) of the U.S Credit Risk Retention Agreement[, other than the
representation in Section 4(b)(viii)] [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 the Credit Risk Retention Rules.



 


☐    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.


 






    Exhibit H-3-3


     


    

 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[PURCHASER]	
	 	 
	 	By:	 
	 	 	Name:

Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]	 
	 	 
	By:	 	 
	 	Name:

Title:	 


  


[Medallion
Stamp Guarantee]


 





	[CITI REAL ESTATE FUNDING INC.]1	 
	 	 
	By:	 	 
	 	Name:

Title:	 


     


 



 


1 Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party





 






    Exhibit H-3-4


     


    

  





	CITIGROUP COMMERCIAL MORTGAGE SECURITIES
    INC.	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 





  




    Exhibit H-3-5


     


    

 


EXHIBIT
H-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF

CLASS VRR CERTIFICATES


 


[Date] 


 


	Citi
        Real Estate Funding Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number: (646) 328-2943




         

        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Fax
        number: (347) 394-0898

         




        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number: (646) 862-8988




         

        with
        electronic copies e-mailed to:

         




        Richard
        Simpson at richard.simpson@citi.com and


        Ryan
        M. O’Connor at ryan.m.oconnor@citi.com



	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

         


	Citibank,
        N.A., as Certificate Registrar


        480
        Washington Boulevard, 30th Floor


        Jersey
        City, New Jersey 07310


        Attention:
        Securities Window





	Barclays
Capital Real Estate Inc. 

        745
Seventh Avenue 

        New
York, New York 10019 

        Attention:
Daniel Vinson 

        Email:
daniel.vinson@barclays.com 

        Facsimile
No.: (646) 758-1700

         

        with
a copy to: 

         

        Barclays
Capital Real Estate Inc. 






 






    Exhibit H-4-1


     


    

 


	 	

        745
Seventh Avenue 

        New
York, New York 10019 

        Attention:
Steven P. Glynn 

        Email:
steven.glynn@barclays.com 

        Facsimile
No.: (212) 412-7519 



	 	 
	BMO
Harris Bank N.A. 

        111
West Monroe Street 

        Chicago,
Illinois 60603 

        Attention: 
Michael Kauffman, Managing Director 

        Email: Michael.Kauffman@bmo.com

         

        with
        a copy to:

         

        Cadwalader,
Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, New York 10281 

        Attention:
Joo Kim 

        Email:
Joo.Kim@cwt.com 


	Goldman
Sachs Mortgage Company 

        200
West Street 

        New
York, New York 10282 

        Attention:
Leah Nivison 

        Email:
        leah.nivison@gs.com

         

        with
a copy to Brian Bolton, email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com





 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (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 Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association,
as Servicer, LNR Partners, LLC, as Special Servicer, 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 Trust 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 5.2 and 5.3 of the Trust and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 






    Exhibit H-4-2


     


    

 


		☐	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 U.S. Credit Risk Retention Agreement, dated and effective as of December [ ], 2019 (the “U.S.
Credit Risk Retention Agreement”), between Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Barclays
Bank PLC, BMO Harris Bank N.A., Goldman Sachs Mortgage Company, Goldman Sachs Bank USA and Citigroup Commercial Mortgage Securities
Inc.



 


		B.	The
Transferee is a “majority-owned affiliate”, as such term is defined in the Credit Risk Retention Rules, of the Transferor.



 


		C.	The
Transferor has complied in all material respects with all of the covenants in the U.S. Credit Risk Retention Agreement during
the period from the date of the U.S. 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 U.S. 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 U.S. Credit Risk Retention Agreement have been complied with through and
including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the VRR Interest Transfer Restriction Period.



 


3.     
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Trust
and Servicing Agreement as Exhibit H-3. The Transferor does not know or believe that any representation contained therein
is false.


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	 	[TRANSFEROR]
	 	 
	 	By:	 
	 	 	Name:

Title:


 






    Exhibit H-4-3


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]1	 
	 	 
	By:	 	 
	 	Name:

Title:	 


  


[Medallion
Stamp Guarantee] 


 





	[CITI REAL ESTATE FUNDING INC.]2	 
	 	 
	By:	 	 
	 	Name:

Title:	 


 


  





	CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.	 
	 	 
	By:	 	 
	 	Name:

Title:	 


 


 





 



 


1
Signature of applicable Retaining Party is required if the applicable Retaining Party is different than the Transferor


 


2
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the Transferor and the applicable Retaining
Party



 




    Exhibit H-4-4


     


    

 


EXHIBIT
H-5


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFER OF

UNCERTIFICATED VRR INTEREST


 


[Date] 


 


	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number: (646) 328-2943

         




        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Fax
        number: (347) 394-0898

         




        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number: (646) 862-8988

         




        with
        electronic copies e-mailed to:

         




        Richard
        Simpson at richard.simpson@citi.com and


        Ryan
        M. O’Connor at ryan.m.oconnor@citi.com

 	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

         



 
	Citibank,
                                         N.A., as Certificate Registrar


        480
        Washington Boulevard, 30th Floor


        Jersey
        City, New Jersey 07310


        Attention:
        Securities Window





 	


Barclays
Capital Real Estate Inc. 


745
Seventh Avenue 


New
York, New York 10019 


Attention:
Daniel Vinson 


Email:
daniel.vinson@barclays.com 


Facsimile
No.: (646) 758-1700


 


with
a copy to:


  


Barclays
Capital Real Estate Inc.


 



 






    Exhibit H-5-1


     


    

 


	





 	

        745
Seventh Avenue 

        New
York, New York 10019 

        Attention:
Steven P. Glynn 

        Email:
steven.glynn@barclays.com 

        Facsimile
No.: (212) 412-7519 

         


 
	BMO
Harris Bank N.A. 

        111
West Monroe Street 

        Chicago,
Illinois 60603 

        Attention: 
Michael Kauffman, Managing Director 

        Email: Michael.Kauffman@bmo.com 

         

        with
        a copy to:

         

        Cadwalader,
Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, New York 10281 

        Attention:
Joo Kim 

        Email:
Joo.Kim@cwt.com 


 	Goldman
Sachs Mortgage Company 

        200
West Street 

        New
York, New York 10282 

        Attention:
Leah Nivison 

        Email:
        leah.nivison@gs.com

         

        with
        a copy to Brian Bolton, email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com

         


 


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) and the Uncertificated VRR Interest
                                         issued pursuant to the Trust and Servicing Agreement, dated as of December 8, 2019 (the
                                         “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage
                                         Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners,
                                         LLC, as Special Servicer, Citibank, N.A., as Certificate Administrator, and Wilmington
                                         Trust, National Association, as Trustee 



 


Ladies
and Gentlemen:


 


[_____]
(the “Transferee”) hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	[[_____]
                                         (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance
                                         of the Uncertificated VRR Interest (the “Transferred Interest”) to [______]
                                         (the “Transferee”).] [[_____] (the “Transferor”) is transferring
                                         $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR Interest (the “Transferred
                                         Interest”) to [_____] (“Transferee”) that is a Permitted Lender in
                                         a repurchase transaction.] [[_____] (the “Transferor”) is granting a security
                                         interest in the Uncertificated VRR Interest to [_____] (the “Transferee”)
                                         that is a Permitted Lender.].



 


		2.	The
transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance with (A) Sections 5.2 and
503 of the Pooling and Servicing Agreement and (B) the U.S. 



 






    Exhibit H-5-2


     


    

 





			Credit
Risk Retention Agreement, dated and effective as of December [ ], 2019 (the “U.S. Credit Risk Retention Agreement”),
between Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., Barclays Bank PLC, BMO Harris Bank N.A., Goldman Sachs
Mortgage Company, Goldman Sachs Bank USA and Citigroup Commercial Mortgage Securities Inc.


 


		3.	The
                                         Transferee is aware that, following its acquisition of the Transferred Interest, the
                                         Certificate Registrar will not register any transfer of the Transferred Interest by the
                                         Transferee 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 Transferee expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		4.	The
                                         Transferee (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 Transferred Interest.



 


		5.	Check
                                         one of the following:



 


☐    The
Transferee 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
Transferee is a “majority-owned affiliate”, as such term is defined in the Credit Risk Retention Rules, of the Transferor
(a “Majority-Owned Affiliate”).



 


		B.	The
Transferee 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
Transferee is not a Non-Exempt Person; and



 


		D.	The
Transferee has executed and delivered a joinder agreement substantially in the form attached as Exhibit C to the U.S. Credit
Risk Retention



 






    Exhibit H-5-3


     


    

 





			Agreement,
pursuant to which the Transferee has agreed to be bound by the terms of the U.S. Credit Risk Retention Agreement to the same extent
as if the Transferee was the Transferor.


 


		E.	The
Transferee hereby makes each representation set forth in Section 4(b) of the U.S Credit Risk Retention Agreement[, other than
the representation in Section 4(b)(viii)] [and except that it is a [_____], duly organized, validly existing and in good standing
under the laws of [_____]].



 


		F.	The
Transferee 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 Retaining Sponsor, in its capacity as the retaining sponsor under the Credit Risk Retention Rules.



 


☐    
The Transferee 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
                                         Transferee is a Person that provides financing permitted under the Credit Risk Retention
                                         Rules and Section 3(d) of the Vertical Credit Risk Retention Agreement (as defined below)
                                         (a “Permitted Lender”);



 


		B.	It
                                         is not acquiring an interest in the Transferred Interest as a nominee, trustee or agent
                                         for any person that is not a Permitted Lender, and that for so long as it retains its
                                         interest in the Transferred Interest, it will remain a Permitted Lender;



 


		C.	The
                                         Transferee has executed and delivered the acknowledgement and the agreement contemplated
                                         by clauses (1) and (2), respectively, of Section 3(d)(ii) of the U.S Credit Risk Retention
                                         Agreement; and



 


		D.	The
                                         Transferee 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 an interest in the Transferred Interest will satisfy the risk retention
                                         requirements of the Retaining Sponsor, in its capacity as the retaining sponsor under
                                         the Credit Risk Retention Rule.



 


☐    The
Transferee 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.


 






    Exhibit H-5-4


     


    

 


6.       Check
one of the following:


 


☐       The
Transferee is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form
W-9 (or successor form).


 


☐       The
Transferee 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 Interest.
The Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which
identifies such Transferee as the beneficial owner of the Transferred Interest and states that such Transferee 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 Transferee as the beneficial owner of the Interest and state that interest
and original issue discount on the Interest is, or is expected to be, effectively connected with a U.S. trade or business. The
Transferee 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.


 


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).


 


		7.	All
                                         distributions to be made to the Transferee pursuant to the Trust and Servicing Agreement
                                         should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION] 


 


Bank: 


Account
No.:    


Attention: 


Ref: 


ABA
No.: 


 


 



    Exhibit H-5-5


     


    




 


		8.	Any
                                         communications to the Transferee pursuant to the Trust and Servicing Agreement should
                                         be provided to:



 


[INSERT
CONTACT INFORMATION]


 


[NAME] 


[ADDRESS] 


Fax
number: 


Telephone: 


 


E-mail:



 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 


	 	[PURCHASER]
	 	 
	 	By:	 
	 	 	Name:

Title:








 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]	 
	 	 
	By:	 	 
	 	Name:

Title:	 





 


[Medallion
Stamp Guarantee]


 


 






    Exhibit H-5-6


     


    

 





	CITI REAL ESTATE FUNDING INC.	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


  





	CITIGROUP COMMERCIAL MORTGAGE SECURITIES
    INC.	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


 


  




    Exhibit H-5-7


     


    

EXHIBIT
H-6


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF

UNCERTIFICATED VRR INTEREST


 


[Date] 


 


	Citi
        Real Estate Funding Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Fax
        number: (646) 328-2943




         

        with
        a copy to:




         

        Citi
        Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Fax
        number: (347) 394-0898

         




        with
        a copy to:

         




        Citi
        Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Fax
        number: (646) 862-8988

         




        with
        electronic copies e-mailed to:

         




        Richard
        Simpson at richard.simpson@citi.com and


        Ryan
        M. O’Connor at ryan.m.oconnor@citi.com



	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


	Citibank,
        N.A., as Certificate Registrar


        480
        Washington Boulevard, 30th Floor


        Jersey
        City, New Jersey 07310


        Attention:
        Securities Window





	Barclays
Capital Real Estate Inc. 

        745
Seventh Avenue 

        New
York, New York 10019 

        Attention:
Daniel Vinson 

        Email:
daniel.vinson@barclays.com 

        Facsimile
No.: (646) 758-1700

         

        with
a copy to:

         

        Barclays
Capital Real Estate Inc. 






 






    Exhibit H-6-1


     


    

 


	





	

        745
Seventh Avenue 

        New
York, New York 10019 

        Attention:
Steven P. Glynn 

        Email:
steven.glynn@barclays.com 

        Facsimile
No.: (212) 412-7519

         



	BMO
Harris Bank N.A. 

        111
West Monroe Street 

        Chicago,
Illinois 60603 

        Attention: 
Michael Kauffman, Managing Director 

        Email: Michael.Kauffman@bmo.com

         

        with
        a copy to:

         

        Cadwalader,
Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, New York 10281 

        Attention:
Joo Kim 

        Email:
Joo.Kim@cwt.com 


	Goldman
Sachs Mortgage Company 

        200
West Street 

        New
York, New York 10282 

        Attention:
Leah Nivison 

        Email:
        leah.nivison@gs.com

         

        with
        a copy to Brian Bolton, email: brian.a.bolton@gs.com and gs-refgsecuritization@gs.com

         





 


		Re:	MAD
Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M (the “Certificates”)
and the Uncertificated VRR Interest issued pursuant to the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association,
as Servicer, LNR Partners, LLC, as Special Servicer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee



 


Ladies
and Gentlemen:


 


[_____]
(the “Transferor”) hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	[[_____]
                                         (the “Transferor”) is transferring $[____] Uncertificated VRR Interest Balance
                                         of the Uncertificated VRR Interest (the “Transferred Interest”) to
                                         [______] (the “Transferee”).] [[_____] (the “Transferor”)
                                         is transferring $[____] Uncertificated VRR Interest Balance of the Uncertificated VRR
                                         Interest (the “Transferred Interest”) to [_____] (the “Transferee”)
                                         that is a Permitted Lender in a repurchase transaction.] [[_____] (the “Transferor”)
                                         is granting a security interest in the $[____] Uncertificated VRR Interest Balance of
                                         the Uncertificated VRR Interest (the “Transferred Interest”) to [_____]
                                         (the “Transferee”) that is a Permitted Lender.]



 






    Exhibit H-6-2


     


    

 


		2.	The
                                         transfer or the pledge contemplated in Paragraph 1 (a “Transfer”) is in compliance
                                         with the Trust and Servicing Agreement and the U.S. Credit Risk Retention Agreement,
                                         dated and effective as of December [ ], 2019 (the “U.S. Credit Risk Retention
                                         Agreement”), between Citi Real Estate Funding Inc., Barclays Capital Real Estate
                                         Inc., Barclays Bank PLC, BMO Harris Bank N.A., Goldman Sachs Mortgage Company, Goldman
                                         Sachs Bank USA and Citigroup Commercial Mortgage Securities Inc.



 


		3.	The
                                         Transferor is aware that the Certificate Registrar will not recognize any Transfer of
                                         any portion of the $[____] Uncertificated VRR Interest Balance of the Uncertificated
                                         VRR Interest by the Transferor unless the Transferor, or the Transferor’s agent,
                                         delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Transferor expressly agrees that it will not consummate
                                         any such Transfer if it knows or believes that any representation contained in such certificate
                                         is false



 


		4.	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
Transferee is a “majority-owned affiliate”, as such term is defined in the Credit Risk Retention Rules, of the Transferor.



 


		B.	To
the Transferor’s knowledge, the Transferee is not acquiring the Uncertificated VRR Interest as a nominee, trustee or agent
for any person that is not a Majority-Owned Affiliate of the Transferor;



 


		C.	The
Transferor has complied in all material respects with all of the covenants in the U.S. Credit Risk Retention Agreement during
the period from the date of the U.S. 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 U.S. 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 U.S. 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, and that:



 






    Exhibit H-6-3


     


    

 


		A.	The
Transferee is a Person that provides financing permitted under the Credit Risk Retention Rules and Section 3(d) of the Vertical
Credit Risk Retention Agreement (a “Permitted Lender”);



 


		B.	The
Transferor’s knowledge, the Transferee is not a Non-Exempt Person.



 


		C.	To
the knowledge of the Transferor, the Transferee is not acquiring an interest in the Uncertificated VRR Interest as a nominee,
trustee or agent for any person that is not a Permitted Lender, and that for so long as it retains its interest in the Uncertificated
VRR Interest, it will remain a Permitted Lender.



 


		D.	The
Transferor has complied in all material respects with all of the covenants in the U.S. Credit Risk Retention Agreement during
the period from the date of the U.S. Credit Risk Retention Agreement through and including the date of the Transfer.



 


		E.	All
of the representations and warranties made by the Transferor in the U.S. Credit Risk Retention Agreement are true and correct
as of the date of the Transfer.



 


		F.	All
of the requirements set forth in Section 3(d) of the U.S. 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.



 


5.     
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Trust
and Servicing Agreement as Exhibit H-5. The Transferor does not know or believe that any representation contained therein
is false.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


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:


 






    Exhibit H-6-4


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written: 


 


	[APPLICABLE RETAINING PARTY]1	 
	 	 
	By:	 	 
	 	Name:

Title:	 





 


[Medallion
Stamp Guarantee]


 





	CITI
REAL ESTATE FUNDING INC.	 
	 	 
	By:	 	 
	 	Name:

Title:	 


  


	CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.	 
	 	 
	By:	 	 
	 	Name:

Title:	 





  





 






 


1
Signature of applicable Retaining Party is required if the applicable Retaining Party is different than the Transferor


 




    Exhibit H-6-5


     


    

 


EXHIBIT
I-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


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
                                         by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National
                                         Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National
                                         Association, as Trustee, and Citibank, N.A., as Certificate Administrator 



 





	STATE OF	)
	 	)           ss.:
	COUNTY OF	)


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 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: (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except for the 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


 






    Exhibit I-1-1


     


    

 


511 on unrelated business taxable income) on any excess inclusions (as defined
in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described
in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e)
any other person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer
of a Class R Certificate to such person may cause the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding. The terms “United States,” “State” and “International
Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee (the Purchaser’s U.S. taxpayer identification number is [____]).


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other 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.


 






    Exhibit I-1-2


     


    

 


☐        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 U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of U.S. Treasury Regulations Sections
1.860E-1(c)(4)(i), (ii) and (iii) and U.S. Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)      the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


9.         The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not transfer the Class
R Certificates to any Person that does not provide such 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


 






    Exhibit I-1-3


     


    

 


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 5.3 of the Trust 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 12.1 of the Trust 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 Trust and Servicing Agreement.


 




    Exhibit I-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:


 

 


 





    Exhibit I-1-5


     


    

 


 





EXHIBIT
I-2


 


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:	MAD
                                         Commercial Mortgage Trust 2019-650M,

                                         Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-650M,

                                         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 Trust and Servicing
Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       The
Transferor is the lawful owner of the Residual Certificates with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)       In
connection with such request, and in respect of such Residual Certificates, the Transferor does hereby certify that such Residual
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 Residual 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.


 


(3)       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.


 






    Exhibit I-2-1


     


    

 


(4)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Trust and Servicing
Agreement as Exhibit I-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee and has no
actual knowledge or reason to know that the Transferee’s representations in clause (9) of such Transferee Affidavit are
false.


 


(5)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.



 













	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit I-2-2


     


    

 


EXHIBIT
J


 


FORM OF ERISA REPRESENTATION
LETTER


 


[Date]


 


Citibank, N.A.,

as Certificate Registrar


480 Washington
Boulevard, 30th Floor


Jersey
City, New Jersey 07310


Attention: Securities Window


 


Citibank, N.A.,

as Certificate Administrator


388 Greenwich
Street


New York,
New York 10013


Attention: Global Transaction Services – MAD 2019-650M


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	MAD Commercial
                                         Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$[__] initial [principal][notional] amount of] [[__]% percentage interest
in] the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, Class [VRR] [A]
[B] [R] Certificates (the “Class [VRR] [A] [B] [R] Certificates”) issued pursuant to that certain Trust and
Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer,
Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES AND, unless they have become erisa restricted certificates, CLASS
VRR CERTIFICATES: In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to
the Class [R] [VRR] Certificates, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar


 






    Exhibit J-1


     


    

 


to
Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”), or any
person acting on behalf of any such plan or using the assets of a Plan to purchase such Class [R][VRR] Certificates.]


 


 [FOR TRANSFERS
OF erisa restricted CERTIFICATES: In connection with such transfer, the undersigned
hereby represents and warrants to you that, with respect to the Class [A] [B] [VRR]1
Certificates, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other
plan that is subject to any federal, state or local law that is, to a material extent, similar to Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any
such plan or using the assets of a Plan to purchase such Class [A] [B] [VRR]1 Certificates, unless: (i) (1) the Purchaser
is an insurance company, (2) the source of funds used to acquire or hold the Class [A] [B] [VRR]1 Certificates or interest
therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption
(“PTCE”) 95-60, and (3) all of the conditions in Sections I and III of PTCE 95-60 have been satisfied; or (ii)
the Purchaser is a plan subject to Similar Law and the acquisition, holding or disposition of the Class [A] [B] [VRR]1 Certificates
by the Purchaser will not constitute or result in a non-exempt violation of Similar Law.]


 


[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.]


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 





 



 


1
If subject Class VRR Certificates are ERISA Restricted Certificates.


 




    Exhibit J-2


     


    


 


EXHIBIT
K-1


 


FORM OF INVESTOR CERTIFICATION
- ACCESS TO INFORMATION


 


[Date]


 


Citibank, N.A.


388 Greenwich
Street


New York,
New York 10013


Attention: Global Transaction Services – MAD 2019-650M


 


KeyBank National Association, as Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with electronic copies to:


hbennett@starwood.com,


jwarshaw@lnrpartners.com and


lnr.cmbs.notices@lnrproperty.com






 


		Attention:	MAD Commercial
                                         Mortgage Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series 2019-650M



 


In accordance with
the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is [a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class [__] Certificates] [the Uncertificated
VRR Interest Owner][a prospective purchaser of the Uncertificated VRR Interest] [a Consenting Party] [a Risk Retention Consultation
Party][the Controlling Class Representative] [a Companion Loan Holder].


 


2.             The
undersigned is not (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower Restricted Party or (iii) an agent of
one or more of the foregoing individuals or entities.


 


3.             The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website and/or the Servicer’s


 






    Exhibit K-1-1


     


    


 


website
and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Agreement. In consideration of the disclosure to the undersigned of the Information, or the access thereto,
the undersigned shall keep the Information confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information shall not, without the prior written
consent of the Certificate Administrator (with respect to any Information obtained from the Certificate Administrator) or the
Servicer (with respect to any Information obtained from the Servicer), be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner
whatsoever, in whole or in part. The undersigned shall not use or disclose the Information in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


4.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
and hold harmless the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.             The undersigned
agrees to promptly notify the Servicer, the Special Servicer, the Certificate Administrator and the Trustee by delivery thereto
of a certification substantially in the form of Exhibit K-3 to the Agreement if the undersigned becomes a Borrower Restricted Party,
an affiliate of a Borrower Restricted Party or an agent of one or more of the foregoing individuals or entities.


 


6.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website or the Servicer’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.


 




    Exhibit K-1-2


     


    



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	[CERTIFICATEHOLDER] [BENEFICIAL
OWNER] [UNCERTIFICATED VRR INTEREST OWNER] [PROSPECTIVE PURCHASER] [CONSENTING PARTY] [RISK RETENTION CONSULTATION PARTY][CONTROLLING
CLASS REPRESENTATIVE] [COMPANION LOAN HOLDER]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit K-1-3


     


    


 


EXHIBIT
K-2


 


FORM OF INVESTOR CERTIFICATION
-

ACCESS SOLELY TO DISTRIBUTION DATE STATEMENTS


 


[Date]


 


Citibank, N.A.


388 Greenwich
Street


New York,
New York 10013


Attention: Global Transaction Services – MAD 2019-650M


 


KeyBank National Association, as Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with electronic copies to:


hbennett@starwood.com,


jwarshaw@lnrpartners.com and


lnr.cmbs.notices@lnrproperty.com






 


		Re:	MAD Commercial Mortgage
                                         Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series 2019-650M



 


In accordance with
the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is [a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class [__] Certificates] [the Uncertificated
VRR Interest Owner][a prospective purchaser of the Uncertificated VRR Interest] [a Consenting Party] [a Risk Retention Consultation
Party][the Controlling Class Representative] [a Companion Loan Holder].


 


2.             The
undersigned is (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower Restricted Party or (iii) an agent of one or more
of the foregoing individuals or entities.


 






    Exhibit K-2-1


     


    

 


3.             The
undersigned is requesting access solely to the Distribution Date Statement (the “Information”) and agrees to
keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with
purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Information shall not, without the prior written consent of the Certificate
Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part. The undersigned shall not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.             The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
and hold harmless the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    Exhibit K-2-2


     


    


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[CERTIFICATEHOLDER] [BENEFICIAL
OWNER] [UNCERTIFICATED VRR INTEREST OWNER] [PROSPECTIVE PURCHASER] [CONSENTING PARTY] [RISK RETENTION CONSULTATION PARTY][CONTROLLING
CLASS REPRESENTATIVE] [COMPANION LOAN HOLDER]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    Exhibit K-2-3


     


    


 


EXHIBIT
K-3


 


FORM OF INVESTOR CERTIFICATION
– VOTING AND OTHER RIGHTS


 


[Date]


 


Citibank,
N.A.


388 Greenwich
Street


New York,
New York 10013


Attention: Global Transaction Services – MAD 2019-650M


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


Attention: CMBS Trustee – MAD Commercial Mortgage Trust
2019-650M


 


KeyBank National Association, as Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with electronic copies to:


hbennett@starwood.com,


jwarshaw@lnrpartners.com and


lnr.cmbs.notices@lnrproperty.com






 


		Attention:	MAD Commercial
                                         Mortgage Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series 2019-650M



 


In accordance with
the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned [is a [Certificateholder][Beneficial Owner] of the Class [__] Certificates] [[is] [has been designated to become] the
Controlling Class Representative].


 


2.             [FOR
EXERCISE OF VOTING AND OTHER RIGHTS: The undersigned [[intends to exercise] [is prohibited from exercising]] [[Voting Rights] [rights
as a Holder or Beneficial Owner of the Controlling Class of Certificates]] under the Agreement [or, if the


 






    Exhibit K-3-1


     


    


 


undersigned
is not a U.S. Person, the undersigned has irrevocably appointed [______], a U.S. Person, to vote on its behalf, and to have full
discretion as to such vote,] and the undersigned (please check each of the following that is applicable):


 


		___	is not either (1) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or any of their sub-servicers or respective Affiliates or (2) a Borrower Restricted Party.



 


		___	is the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their
sub-servicers or an Affiliate of one of the foregoing (in which case the undersigned is prohibited from exercising Voting Rights
or, if applicable, any other rights as a Holder or Beneficial Owner of the Controlling Class of Certificates, other than as expressly
authorized in the definition of “Certificateholder”).



 


		___	is a Borrower Restricted Party (in which case the undersigned is prohibited from exercising Voting
Rights or, if applicable, any other rights as a Holder or Beneficial Owner of the Controlling Class of Certificates).]



 


2.             [for
controlling class representative: The undersigned [is not a Borrower Restricted Party] [has become a Borrower Restricted
Party and is required to resign as Controlling Class Representative in accordance with Section 9.1 of the Agreement].]


 


2.             [notice
that controlling class representative is a borrower restricted party: The undersigned is a [Holder] [Beneficial Owner] of
Certificates of the Controlling Class and has gained actual knowledge that [specify name
of applicable individual or entity], the acting Controlling Class Representative, is a Borrower Restricted Party.]1


 


3.             The
undersigned agrees that, if it has not otherwise identified itself as a Borrower Restricted Party, then it shall promptly notify
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee by delivery of a certification substantially
in the form of Exhibit K-3 to the Agreement if the undersigned becomes a Borrower Restricted Party. Furthermore, if the undersigned
is a Holder or Beneficial Owner of Certificates of the Controlling Class, and if the undersigned gains actual knowledge that the
Controlling Class Representative is a Borrower Restricted Party, then it shall promptly so notify the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee by delivery of a certification substantially in the form of Exhibit K-3 to the Agreement.


 


4.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify and hold harmless the Depositor,
the Certificate


 





 



 


1
Paragraphs 3, 4 and 5 may be omitted if the sole purpose of this certification is to provide this notice.


 






    Exhibit K-3-2


     


    

 


Administrator,
the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


5.             The
undersigned agrees that each time it exercises any Voting Rights or other rights as a Certificateholder, a Beneficial Owner of
Certificates or a Controlling Class Representative under the Agreement, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


6.             [for
controlling class representative: Any notice to the Controlling Class Representative shall be directed to [________].]


 


7.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    Exhibit K-3-3


     


    


 


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.





	 	 	 
	 	[CERTIFICATEHOLDER] [BENEFICIAL
OWNER] [PROSPECTIVE PURCHASER]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit K-3-4


     


    


 


EXHIBIT
L


 


APPLICABLE SERVICING CRITERIA


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer or Special Servicer, as the case may be, below
shall include any Sub-Servicer engaged by a 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.	Servicer

                                         Special Servicer

        Certificate
        Administrator

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Servicer

                                         Special Servicer

        Certificate
        Administrator

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer

        Special
        Servicer

        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.	Servicer

        Special
        Servicer

        Certificate
        Administrator

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        Special
        Servicer

        Certificate
        Administrator

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer

        Special
        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.	Servicer

                                         Special Servicer

        Certificate
        Administrator




 






    Exhibit L-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.	Servicer

                                         Special Servicer

        Certificate
        Administrator

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	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.	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
	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.	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.	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 Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Servicer
	1122(d)(4)(v)	The
    Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s
    unpaid principal balance.	Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Servicer

    Special Servicer



 






    Exhibit L-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
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the
    obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements;
    (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and
    state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage
    loans, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
    the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A



 



    Exhibit L-3


     


    


 


EXHIBIT
M


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


Citibank, N.A.


388 Greenwich
Street


New York,
New York 10013


Attention: Global Transaction Services – MAD 2019-650M


 


		Attention:	MAD Commercial
                                         Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M



 


In accordance with
the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced
certificates, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned, a nationally recognized statistical rating organization (“NRSRO”),
as such term is used in Rule 17g-5 under the Exchange Act, (a) has provided the Depositor with the appropriate certifications pursuant
to paragraph (e) of Rule 17g-5 under the Exchange Act, and (b) agrees to keep any information obtained from the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website (the “Information”) confidential (except to the extent
such information has been made available to the general public), and such Information shall not, without the prior written consent
of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents, or representatives in any manner whatsoever, in whole or in part.



 


		2.	The undersigned agrees that each time it accesses the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website, it shall be deemed to have recertified that the representations above remain
true and correct.



 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    Exhibit M-1


     


    


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[NRSRO]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit M-2


     


    


 


EXHIBIT
N


 


FORM OF ONLINE MARKET
DATA PROVIDER CERTIFICATION


 


Citibank, N.A. 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – MAD 2019-650M


 


		Attention:	MAD Commercial
                                         Mortgage Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series 2019-650M



 


In connection with the
Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator (the “Certificate
Administrator”), 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.]
[Markit Group Limited] [BlackRock Financial Management, Inc.] [CMBS.com, Inc.], a market data provider that has been given access
to the Distribution Date Statements, CREFC® Reports and supplemental notices on the Certificate
Administrator’s Website by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses Certificate Administrator’s Website, 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 Certificate Administrator’s Website is for its own use only, and agrees that it shall not disseminate or otherwise make
such information available to any other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by itself or by any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Agreement.



 




    Exhibit N-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.





	 	 	 
	 	[MARKET DATA PROVIDER]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit N-2


     


    


 


EXHIBIT
O


 


[RESERVED]


 




    Exhibit O-1


     


    


 


EXHIBIT
P


 


FORM OF DISTRIBUTION DATE
STATEMENT


 




    Exhibit P-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	Original
	 	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	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee/Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled
    Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Additional 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	 	 	 	 	Other Expenses	 	 	 
	 	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	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 



NOI
Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Delinquency
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


 


	Reports Available at sf.citidirect.com	Page 13 of 24	 


 






     


     


    

 






	 	 	 
	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Historical
    Delinquency Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	 	2 Month	 	3+ Month	 	Bankruptcy	 	Foreclosure	 	REO	 
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


 


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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Appraisal
    Reduction Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


	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	 	 	 	 	 	 	 


 






	Reports Available at sf.citidirect.com	Page 16 of 24	 


 






     


     


    




 



	 	 	 
	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Loan
    Modification Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


	Reports Available at sf.citidirect.com	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	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 


Historical Specially Serviced
Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

    There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 


Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	There
    is no unscheduled principal activity for the current distribution period.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 


	 		 
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    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	 	 


 


	 		 
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    22 of 24	 






     


     


    




	Distribution Date:	 	
	Determination Date:	 


Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:		
	Determination Date:	 


Historical Liquidated Loan
Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
	Reports Available at sf.citidirect.com	Page
    24 of 24	 



 


     


     


    


 


EXHIBIT
Q


 


[RESERVED]


 






    Exhibit Q-1


     


    

 


EXHIBIT
R


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT IN RESPECT OF

THE CLASS VRR CERTIFICATES


 


[Date]


 


[Name
and Address of Retaining Party]


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (Citigroup Commercial Mortgage Securities Inc., as Depositor)



 


In
accordance with Section 5.2(f) of the Trust and Servicing Agreement, dated as of December 8, 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 shall hereafter hold in the VRR Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto
(the “Subject Certificates”), which constitute some or all of the Combined VRR Interest, for the benefit of
[Name of Retaining Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject
Certificates shall 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 shall not be released from the VRR 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:


 






    Exhibit R-1


     


    

 


Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

(CUSIP) 
	 	Certificate

No. 
	 	Initial

Certificate Balance




 






    Exhibit R-2


     


    

 


EXHIBIT
S


 


FORM
OF CERTIFICATION OF A RISK RETENTION CONSULTATION PARTY


 





	KeyBank
    National Association	 	Citigroup
    Commercial Mortgage Securities Inc.
	11501
    Outlook Street, Suite 300	 	388
    Greenwich Street, 6th Floor
	Overland
    Park, Kansas 66211	 	New
    York, New York 10013
	Attention:
    Michael A. Tilden	 	Attention:
    Richard Simpson
	Email:
    michael_a_tilden@keybank.co	 	Facsimile:
    (646) 328-2943
	 	 	 
	with
    copies to:	 	and:
	 	 	 
	Polsinelli	 	Citigroup
    Commercial Mortgage Securities Inc.
	900
    West 48th Place, Suite 900	 	390
    Greenwich Street, 5th Floor
	Kansas
    City, Missouri 64112	 	New
    York, New York 10013
	Attention:
    Kraig Kohring	 	Attention:
    Raul Orozco
	Email:
    kkohring@polsinelli.com	 	Facsimile:
    (347) 394-0898
	 	 	 
	 	 	and:
	 	 	 
	LNR
    Partners, LLC	 	Citigroup
    Commercial Mortgage Securities Inc.
	1601
    Washington Avenue, Suite 700	 	388
    Greenwich Street, 17th Floor
	Miami
    Beach, Florida 33139	 	New
    York, New York 10013
	Attention:
    Heather Bennett and Job Warshaw	 	Attention:
    Ryan M. O’Connor
	 	 	Facsimile:
    (646) 862-8988
	with
    electronic copies to:	 	 
	hbennett@starwood.com,	 	with
    electronic copies to:
	jwarshaw@lnrpartners.com
    and	 	richard.simpson@citi.com
    and
	lnr.cmbs.notices@lnrproperty.com	 	ryan.m.oconnor@citi.com
	 	 	 
	Citibank,
    N.A.	 	Wilmington
    Trust, National Association
	388
    Greenwich Street	 	1100
    North Market Street
	New
    York, New York 10013	 	Wilmington,
    Delaware 19890
	Attention:
    Global Transaction Services – MAD 2019-650M	 	Attention:
    CMBS Trustee – MAD Commercial Mortgage Trust 2019-650M


 






    Exhibit S-1


     


    

 


	Barclays
    Capital Real Estate Inc.	 	Citi
    Real Estate Funding Inc.
	745
    Seventh Avenue	 	388
    Greenwich Street, 6th Floor
	New
    York, New York 10019	 	New
    York, New York 10013
	Attention:
    Daniel Vinson	 	Attention:
    Richard Simpson
	Email:
    daniel.vinson@barclays.com	 	Facsimile:
    (646) 328-2943
	Facsimile
    No.: (646) 758-1700	 	 
	 	 	and:
	with
    a copy to:	 	 
	 	 	Citi
    Real Estate Funding Inc.
	Barclays
    Capital Real Estate Inc.	 	390
    Greenwich Street, 5th Floor
	745
    Seventh Avenue	 	New
    York, New York 10013
	New
    York, New York 10019	 	Attention:
    Raul Orozco
	Attention:
    Steven P. Glynn	 	Facsimile:
    (347) 394-0898
	Email:
    steven.glynn@barclays.com	 	 
	Facsimile
    No.: (212) 412-7519	 	and:
	 	 	 
	 	 	Citi
    Real Estate Funding Inc.
	Goldman
    Sachs Mortgage Company	 	388
    Greenwich Street, 17th Floor
	200
    West Street	 	New
    York, New York 10013
	New
    York, New York 10282	 	Attention:
    Ryan M. O’Connor
	Attention:
    Leah Nivison	 	Facsimile:
    (646) 862-8988
	Email:
    leah.nivison@gs.com	 	 
	 	 	with
    electronic copies to:
	with
    a copy to Brian Bolton, email:	 	richard.simpson@citi.com
    and
	brian.a.bolton@gs.com
    and gs-	 	ryan.m.oconnor@citi.com
	refgsecuritization@gs.com;	 	 
	 	 	 
	 	 	 
	BMO
    Harris Bank N.A.	 	 
	111
    West Monroe Street	 	 
	Chicago,
    Illinois 60603	 	 
	Attention:
    Michael Kauffman, Managing	 	 
	Director	 	 
	Email:
    Michael.Kauffman@bmo.com	 	 
	 	 	 
	with
    a copy to:	 	 
	 	 	 
	Cadwalader,
    Wickersham & Taft LLP	 	 
	200
    Liberty Street	 	 
	New
    York, New York 10281	 	 
	Attention:
    Joo Kim	 	 
	Email:
    Joo.Kim@cwt.com;	 	 




 






    Exhibit S-2


     


    

 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial
Mortgage Pass-Through Certificates, Series 2019-650M



 


In
accordance with Section 9.1(j) of, and the definition of “Risk Retention Consultation Party” in, the Trust and Servicing
Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), pursuant to which the captioned
series of commercial mortgage pass-through certificates were issued, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as a Risk Retention Consultation Party.


 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


3.       Any
notice to the undersigned shall be directed to [INSERT CONTACT INFORMATION FOR RISK RETENTION CONSULTATION PARTY].


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


	 	 
	 	[RISK
    RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated:
________________


 






    Exhibit S-3


     


    

 


EXHIBIT
T-1


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF

THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 





	Citigroup
    Commercial Mortgage Securities Inc.	 	KeyBank
    National Association
	388
    Greenwich Street, 6th Floor	 	11501
    Outlook Street, Suite 300
	New
    York, New York 10013	 	Overland
    Park, Kansas 66211
	Attention:
    Richard Simpson	 	Attention:
    Michael A. Tilden
	with
    electronic copy to	 	Facsimile
    number: (877) 379-1625
	richard.simpson@citi.com	 	Email:
    michael_a_tilden@keybank.com
	 	 	 
	 	 	with
    copies to:
	Citigroup
    Commercial Mortgage Securities Inc.	 	 
	390
    Greenwich Street, 5th Floor	 	Polsinelli
	New
    York, New York 10013	 	900
    West 48th Place, Suite 900
	Attention:
    Raul Orozco	 	Kansas
    City, Missouri 64112
	 	 	Attention:
    Kraig Kohring
	 	 	Facsimile
    number: (816) 753-1536
	Citigroup
    Commercial Mortgage Securities Inc.	 	Email:
    kkohring@polsinelli.com
	388
    Greenwich Street, 17th Floor	 	 
	New
    York, New York 10013	 	 
	Attention:
    Ryan M. O’Connor	 	 
	with
    electronic copy to:	 	 
	ryan.m.oconnor@citi.com	 	 




 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M



 


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 Trust and Servicing
Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Depositor, that:


 






    Exhibit T-1-1


     


    

 


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.


 


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:


 






    Exhibit T-1-2


     


    

 


EXHIBIT
T-2


 


FORM
OF TRANSFEREE 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


 


KeyBank
National Association, as Servicer 


11501
Outlook Street, Suite 300 


Overland
Park, Kansas 66211 


Attention:
Michael A. Tilden


 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [_________________] (the “Transferor”) to [_________________]
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of December 8, 2019 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities
Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National
Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as the Depositor and the Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (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 T-1 to the Trust and Servicing Agreement, and (B)


 






    Exhibit T-3-1


     


    

 


each of KeyBank National Association and the Depositor has
received a certificate from the prospective transferee substantially in the form attached as Exhibit T-2 to the Trust and
Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.17 of the Trust 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 Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loan, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess


 






    Exhibit T-3-2


     


    

 


Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives (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 Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Trust and Servicing Agreement.





	 	 
	 	 	Very
    truly yours,
	 	 	 
	 		 
	 	 	By:
	 	 	Name:
	 	 	Title:


 






    Exhibit T-3-3


     


    

 


EXHIBIT
U


 


LOAN
SELLER SUB-SERVICERS


 


None


 






    Exhibit U-1


     


    

 


EXHIBIT
V



ADDITIONAL FORM 10-D DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (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
13.4 of the Trust and Servicing Agreement to disclose to each Other Depositor and each 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 Trust 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 Custodian, the Servicer and the Special Servicer shall be
entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other Securitization
Trust (other than information with respect to itself that is set forth in or omitted from such offering materials or the Offering
Circular), in the absence of specific written notice to the contrary from the applicable Other Depositor or Loan Sellers. Each
of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect to any related Other Securitization Trust. For any related Other Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect
to the related Other Securitization Trust.


 






    Exhibit V-1


     


    

 


	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 

        Servicer
(only with respect to Item 1121(a)(12) of Regulation AB and only if no Special Servicing Loan Event has occurred and is continuing) 

        Special
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB and only if a Special Servicing Loan Event has occurred
        and is continuing)

         

	Item
        2: Legal Proceedings

         

        per
        Item 1117 of Regulation AB

         
	(i)
    The Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer(as to themselves), (ii) any
    other Reporting Servicer (as to itself), and (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer
    and the Special Servicer, in each case as to the Trust (in the case of the Servicer and the Special Servicer, to be reported
    by the party controlling such litigation)
	Item
        6: Significant Obligors of Pool Assets

         
	Servicer
(excluding information for which the Special Servicer is the “Party Responsible”) 

        Special
Servicer (as to Foreclosed Properties)

         

	Item
        9: Other Information

         
	Any
    party responsible for disclosure items on Form 8-K to the extent of such items



 






    Exhibit V-2


     


    

 


	Item
    on Form 10-D	Party
        Responsible 

         


	 

	 

	 


	
	Item
        10: Exhibits

         
	Certificate
    Administrator



 






    Exhibit V-3


     


    

 


EXHIBIT
W



ADDITIONAL FORM 10-K DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (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
13.5 of the Trust and Servicing Agreement to disclose to each Other Depositor and each 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 Trust 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 Custodian,
the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular and the offering materials
with respect to any related Other Securitization Trust (other than information with respect to itself that is set forth in or
omitted from such offering materials or the Offering Circular), in the absence of specific written notice to the contrary from
the applicable Other Depositor or Loan Sellers. Each of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect to any related Other Securitization
Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Custodian,
the 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 offering materials with respect to the related Other Securitization Trust.


 


	Item
    on Form 10-K	Party
    Responsible
	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 

	Additional
        Item:

         

        Disclosure
per Item 1117 of Regulation AB
	(i)
    the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves), (ii)
    any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer
    and the Special Servicer, in each case as to the Trust (in the



 






    Exhibit W-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 	 case of the Servicer and the Special Servicer, to be reported
    by the party controlling such litigation)
	Additional
Item: 

        Disclosure
        per Item 1119 of Regulation AB

         
	The
Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves) (in the case of
the Servicer, only as to 1119(a) affiliations with “significant obligors” identified in the related Other Pooling
and Servicing Agreement, the Trustee, the Certificate Administrator, the Custodian, 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 related Other Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Custodian, the
Servicer or a sub-servicer described in 1108(a)(3))

	Additional
Item: 

        Disclosure
per Item 1112(b) of Regulation AB
	Servicer
(excluding information for which the Special Servicer is the “Party Responsible”)

        Special
Servicer (as to Foreclosed Property)




 






    Exhibit W-2


     


    

 


EXHIBIT
X



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO [________] AND VIA EMAIL TO [________ ] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


[OTHER
EXCHANGE ACT REPORTING PARTY]


 


[OTHER
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


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 






    Exhibit X-1


     


    

 


In
accordance with Section [   ] of the Trust and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing
Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association,
as Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as
Certificate Administrator, the undersigned, as [          ], hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                    ], phone number: [     ]; email address: [                    ].


 





	 	 	 	[NAME OF PARTY],	 
	 	 	 	 as [role]	 
	By:	 	 	 
	Name:	 	 


 






    Exhibit X-2


     


    

 


EXHIBIT
Y



FORM 8-K DISCLOSURE INFORMATION


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (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
13.6 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other Depositor 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 Trust 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 Custodian, the Servicer and the Special Servicer shall be entitled to rely on the accuracy of
the Offering Circular and the offering materials with respect to any related Other Securitization Trust (other than information
with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular), in the absence
of specific written notice to the contrary from the applicable Other Depositor or Loan Sellers. Each of the Certificate Administrator,
the Trustee, the Custodian, the 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 offering materials with
respect to any related Other Securitization Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Custodian, the 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 offering materials with respect to the related Other Securitization
Trust.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Servicer,
    Special Servicer, Custodian and the Trustee (in the case of the Servicer, Special Servicer, Custodian 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 Trust and Servicing Agreement) is a party)
    

     
	Item
    1.02- Termination of a Material Definitive Agreement	Servicer,
Special Servicer, Custodian and the Trustee (in the case of the Servicer, Special Servicer, Custodian and the Trustee, only as
to agreements it is a party to or entered into

         




 






    Exhibit Y-1


     


    

 


	Item
    on Form 8-K	Party
    Responsible 
		on
behalf of the Trust) 

        Certificate
Administrator

(other than as to agreements to which the Depositor
(and no other party to the Trust and Servicing Agreement) is a party)

	Item
    1.03- Bankruptcy or Receivership	The
    Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (each 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	Certificate
    Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    6.02- Change of Servicer, Special Servicer or Trustee	Servicer
(as to itself or a servicer retained by it) 

        Special
Servicer (as to itself or a servicer retained by it) 

        Trustee

Certificate Administrator

Custodian

	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator



 






    Exhibit Y-2


     


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Trust
and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer,
Citibank, N.A., as Certificate Administrator (the “Certificate Administrator”), and Wilmington Trust, National Association,
as Trustee



 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY
CERTIFICATION] [OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will
rely upon this certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to
the Companion Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1-1] [A-1-2] [A-2] [and A-3] (capitalized
terms used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.       Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Certificate Administrator covering the fiscal year 20__ (the “Relevant
Period”), 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 Relevant Period.


 


2.       Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Certificate Administrator under the Trust and Servicing Agreement for inclusion in the Exchange Act reports
with respect to the Trust to be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered
by the Certificate Administrator to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party.


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Certificate Administrator
under the Trust and Servicing Agreement and based upon my knowledge the Certificate Administrator has, except as described in
any information provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Certificate
Administrator covering the fiscal year 20[__], fulfilled its obligations under the Trust and Servicing Agreement in all material
respects in the year to which such review applies; and


 






    Exhibit Z-1-1


     


    

 


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 required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable 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:	 	 	 


 






    Exhibit Z-1-2


     


    




 


EXHIBIT
z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED BY THE SERVICER


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (The “Trust”)



 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National
                                         Association, as Servicer (in such capacity, the “Servicer”), LNR Partners,
                                         LLC, as Special Servicer (in such capacity, the “Special Servicer”),
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee



 


I,
[identify the certifying individual], a [title] of [SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion
Loan[s] (the “Subject Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1-1]
[A-1-2] [A-2] [and A-3] (capitalized terms used herein without definition shall have the meanings assigned to such terms in the
Trust and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         covering the fiscal year 20___ delivered by the Servicer to the Certificate Administrator,
                                         the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
                                         in accordance with the Trust and Servicing Agreement;



 


		(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 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 Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator,
                                         the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
                                         by the Servicer under the Trust and Servicing Agreement is included in the servicing
                                         reports delivered by the Servicer to the Certificate Administrator and each applicable
                                         Other Exchange Act Reporting Party;



 






    Exhibit Z-2-1


     


    

 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Servicer under the Trust and Servicing Agreement and based upon my knowledge
                                         and the compliance review conducted in preparing the servicer compliance statement required
                                         under Section 13.7 of the Trust and Servicing Agreement with respect to the Servicer,
                                         and except as disclosed in such compliance statement delivered by the Servicer under
                                         Section 13.7 of the Trust and Servicing Agreement, the Servicer has fulfilled its obligations
                                         under the Trust 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 13.8
                                         and Section 13.9 of the Trust and Servicing Agreement discloses all material instances
                                         of noncompliance with the Applicable Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the 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 Servicer entered into in connection with the Mortgage Loan, 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 Servicer with respect to the information that is subject of such certification.


 


Date: _________________________


 


[                         ] 


 





	By:	 	 	 
	[Name]	 	 


 






    Exhibit Z-2-2


     


    

 


EXHIBIT
Z-3 


FORM
OF CERTIFICATION TO BE PROVIDED

BY THE SPECIAL SERVICER


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National
                                         Association, as Servicer (in such capacity, the “Servicer”), LNR Partners,
                                         LLC, as Special Servicer (in such capacity, the “Special Servicer”),
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee



 


I,
[identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion
Loan[s] (the “Subject Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s]
[A-1-1] [A-1-2] [A-2] [and A-3] (capitalized terms used herein without definition shall have the meanings assigned to such terms
in the Trust and Servicing Agreement), that:


 


1.       Based
on my knowledge, the servicing information in the servicing reports or information covering the fiscal year 20___ delivered by
the Special Servicer to the Servicer, the applicable Other Depositor and the applicable Other Exchange Act Reporting Party under
the Trust and Servicing Agreement, 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;


 


2.       Based
on my knowledge, the servicing information required to be provided to the Servicer, the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party by the Special Servicer under the Trust and Servicing Agreement for inclusion in the reports
to be filed by the applicable Other Exchange Act Reporting Party is included in the servicing reports delivered by the Special
Servicer to the Servicer, the applicable Other Depositor and the applicable Other Exchange Act Reporting Party;


 


3.       I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Trust and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 13.7 of the Trust and Servicing Agreement with respect to the Special Servicer, and except as
disclosed in such compliance statement delivered by the Special Servicer under Section 13.7 of the Trust and Servicing Agreement,
the Special Servicer has


 






    Exhibit Z-3-1


     


    

 


fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year
to which such review applies; and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 13.8 and
Section 13.9 of the Trust and Servicing Agreement discloses all material instances of noncompliance with the Applicable Servicing
Criteria.


 


Date: _________________________


 


[                         ] 


 





	By:	 	 	 
	[Name]	 	 
	[Title]	 	 


 






    Exhibit Z-3-2


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CUSTODIAN


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Trust
                                         and Servicing Agreement, dated as of December 8, 2019 (the “Trust and Servicing
                                         Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
                                         KeyBank National Association, as Servicer, LNR Partners, LLC, as Special Servicer, Citibank,
                                         N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 


I,
[identify the certifying individual], a [title] of [CUSTODIAN], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion
Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1-1] [A-1-2] [A-2] [and A-3] (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.       Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20__ (the “Relevant Period”),
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 Relevant
Period.


 


2.       Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Custodian under the Trust and Servicing Agreement for inclusion in the Exchange Act reports to be filed
by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Custodian to the applicable Other
Depositor and the applicable Other Exchange Act Reporting Party.


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Trust
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the
applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20[__],
fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year to which such review applies;
and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor


 






    Exhibit Z-4-1


     


    

 


and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable 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:	 	 	 


 






    Exhibit Z-4-2


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE TRUSTEE


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National
                                         Association, as Servicer, LNR Partners, LLC, as Special Servicer, Citibank, N.A., as
                                         Certificate Administrator, and Wilmington Trust, National Association, as Trustee (the
                                         “Trustee”)



 


I,
[identify the certifying individual], a [title] of [TRUSTEE], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion
Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1-1] [A-1-2] [A-2] [and A-3] (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.       Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20__ (the “Relevant Period”),
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 Relevant
Period.


 


1.       Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Trustee under the Trust and Servicing Agreement for inclusion in the Exchange Act reports to be filed by
the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Trustee to the applicable Other
Depositor and the applicable Other Exchange Act Reporting Party.


 


2.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Trust and
Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the applicable
Other Depositor and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20[__], fulfilled
its obligations under the Trust and Servicing Agreement in all material respects in the year to which such review applies; and


 






    Exhibit Z-5-1


     


    

 


3.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria required to be delivered by the Trustee in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable 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:	 	 	 


 






    Exhibit Z-5-2


     


    

 


EXHIBIT
z-6


 


FORM
OF CERTIFICATION TO BE PROVIDED BY A SUB-SERVICER


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (The “Trust”)



 


		Re:	MAD
                                         Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-650M (the “Certificates”) issued pursuant to the Trust and Servicing
                                         Agreement, dated as of December 8, 2019 (the “Trust and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National
                                         Association, as Servicer (in such capacity, the “Servicer”), LNR Partners,
                                         LLC, as Special Servicer (in such capacity, the “Special Servicer”),
                                         Citibank, N.A., as Certificate Administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as Trustee



 


	 	 	and
	 	 	 
			Sub-servicing
                                         agreement, dated as of [______], 201[_] (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 [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion
Loan[s] (the “Subject Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1-1]
[A-1-2] [A-2] [and A-3] (capitalized terms used herein without definition shall have the meanings assigned to such terms in the
Trust and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         (the “Sub-Servicer Reports”) covering the fiscal year 20___ delivered
                                         by the Sub-Servicer to the Servicer, the Certificate Administrator, the applicable Other
                                         Depositor and the applicable Other Exchange Act Reporting Party in accordance with the
                                         Sub-Servicing Agreement;



 


		(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;



 


		(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



 






    Exhibit Z-6-1


     


    

 





			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 Servicer, the Certificate Administrator, the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party by the Sub-Servicer under the Sub-Servicing Agreement is included in the Sub-Servicer Reports
delivered by the Sub-Servicer to the Servicer, the Certificate Administrator, the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party;


 


		(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 13.7 of the Trust and Servicing Agreement with respect to the Sub-Servicer,
                                         and except as disclosed in such compliance statement delivered by the Sub-Servicer under
                                         Section 13.7 of the Trust 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 13.8
                                         and Section 13.9 of the Trust and Servicing Agreement discloses all material instances
                                         of noncompliance with the Applicable Servicing Criteria.



 


Date: _________________________


 


[                         ] 


 





	By:	 	 	 
	[Name]	 	 


 






    Exhibit Z-6-2