IN WITNESS WHEREOF. the Certificate Administrator has caused this Class A-5 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B13 Mortgage Trust), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc42)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ A-3 Pass-Through Rate: ~~3.0416~~2.8130% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-F Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-13 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS AX-AB G [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-G CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS AX-AB G Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB G Certificates: $~~22,612,000~~ 14,238,727 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328CAR35 U1744RAD86 17328CAS17 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $14,238,727 ISIN: US17328CAR348 USU1744RAD809 US17328CAS1710 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.conflict

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ A-5 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ A-5 Pass-Through Rate: ~~3.0416~~3.1156% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-5 Certificates: $~~22,612,000~~ 321,699,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ July 2029 CUSIP: 08162F ~~AF0~~ AE3 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAE34 Common Code: ~~204106649~~ 204057427 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class ~~A-AB~~ A-5 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-5 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ F Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-18 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ G [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ G Pass-Through Rate: ~~3.0416~~2.7500% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ G Certificates: $~~22,612,000~~ 14,238,727 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328CBB73 U1744RAJ54 17328CBC55 Initial Certificate Balance of this Certificate: $14,238,727 ISIN: US17328CBB726 USU1744RAJ507 US17328CBC558 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and 3 For Rule 144A Certificates 4 For Regulation S Certificates 5 For IAI Certificates 6 For Rule 144A Certificates 7 For Regulation S Certificates 8 For IAI Certificates conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class H, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class ~~A-AB~~ G Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-3 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. ~~BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ A-3 Pass-Through Rate: ~~3.0416~~2.8600% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-3 Certificates: $~~22,612,000~~ 88,310,236 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ November 2029 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $88,310,236 ISIN: US17328CAC64 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class ~~A-AB~~ A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-1 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-2 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 4 Global Certificate legend. ~~BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ A-2 Pass-Through Rate: ~~3.0416~~3.1030% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-2 Certificates: $~~22,612,000~~ 44,674,590 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ December 2024 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $44,674,590 ISIN: US17328CAB81 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class ~~A-2, Class~~ A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class ~~A-AB~~ A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-G Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-G Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-G Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-G Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-G Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-14 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS AX-AB H [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-H CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS AX-AB H Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB H Certificates: $~~22,612,000~~ 12,815,374 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328CAT95 U1744RAE66 17328CAU67 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $12,815,374 ISIN: US17328CAT998 USU1744RAE639 US17328CAU6210 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.conflict

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ B Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ B Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX ~~X-0~~ X-00 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ C [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ C Pass-Through Rate: ~~3.0416~~The lesser of 3.8726% per annum and the WAC Rate First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ C Certificates: $~~22,612,000~~ 43,043,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ July 2029 CUSIP: 08162F ~~AF0~~ AJ2 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAJ21 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.204106673

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-AB Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-AB Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-AB Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-AB Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AX-AB A [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-AB AND ~~SERVICING AGREEMENT~~CLASS A-S CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AX-AB A Pass-Through Rate: ~~3.0416% per annum~~ Variable IO3 First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB A Certificates: $~~22,612,000~~ 946,949,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ July 2029 CUSIP: 08162F ~~AF0~~ AK9 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAK93 Common Code: ~~204106649~~ 204106681 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class XA-AAB, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class AX-AB A Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master 3 The initial approximate Pass-Through Rate as of the Closing Date is 1.2070% per annum. Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, with respect to the Class AX-AB A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ G Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ G Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ G Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ G Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ G Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-19 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ H [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ H Pass-Through Rate: ~~3.0416~~2.7500% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ H Certificates: $~~22,612,000~~ 12,815,374 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328CBD33 U1744RAK24 17328CBE15 Initial Certificate Balance of this Certificate: $12,815,374 ISIN: US17328CBD396 USU1744RAK247 US17328CBE128 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and 3 For Rule 144A Certificates 4 For Regulation S Certificates 5 For IAI Certificates 6 For Rule 144A Certificates 7 For Regulation S Certificates 8 For IAI Certificates conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class ~~A-AB~~ H Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~2.8589% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-4 Certificates: $~~22,612,000~~ 215,000,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ June 2029 CUSIP: 08162F ~~AF0~~ AD5 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAD50 Common Code: ~~204106649~~ 204106622 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class ~~A-4~~A-5, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class ~~A-AB~~ A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-5 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. ~~BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS A-AB Pass-Through Rate: ~~3.0416~~3.0420% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $~~22,612,000~~ 47,747,786 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ October 2029 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $47,747,786 ISIN: US17328CAE21 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5, Class~~ X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ D Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-14 BENCHMARK 2019-~~X00 XXXXXXXX~~ B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ E [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ E Pass-Through Rate: ~~3.0416~~The lesser of 3.0000% per annum and the WAC Rate First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ E Certificates: $~~22,612,000~~ 17,217,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ August 2029 CUSIP: 08162F ~~AF0~~ AP84 U0739T AD35 08162F BH56 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAP807 USU0739TAD388 US08162FBH559 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.204107602

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-4 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. ~~BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~3.1020% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ E Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ E Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ E Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ E Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-15 BENCHMARK 2019-~~X00 XXXXXXXX~~ B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AF-AB RR [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AF-AB RR Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AF-AB RR Certificates: $~~22,612,000~~ 20,087,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ August 2029 CUSIP: 08162F ~~AF0~~ AQ64 U0739T AE15 08162F BJ16 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAQ637 USU0739TAE118 US08162FBJ129 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.204107637

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ E [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ E Pass-Through Rate: ~~3.0416~~2.7500% ~~per annum~~ First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ E Certificates: $~~22,612,000~~ 29,902,885 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328CAX04 U1744RAG15 17328CAY86 Initial Certificate Balance of this Certificate: $29,902,885 ISIN: US17328CAX027 USU1744RAG128 US17328CAY849 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class ~~E, Class~~ F~~-RR~~, Class G~~-RR~~, Class J-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class ~~A-AB~~ E Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-A Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-A Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-A Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-A Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-7 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS A-AB S [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS A-AB S Pass-Through Rate: ~~3.0416~~3.4150% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB S Certificates: $~~22,612,000~~ 72,620,104 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $72,620,104 ISIN: US17328CAF95 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A~~, Class A-S~~, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class A-AB S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-AB Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-AB Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-AB Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-AB Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-6 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS AX-AB A [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-AB AND ~~SERVICING AGREEMENT~~CLASS A-S CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS AX-AB A Pass-Through Rate: ~~3.0416% per annum~~ Variable IO3 First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB A Certificates: $~~22,612,000~~ 870,023,092 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[500,000,000][370,023,092] ISIN: US17328CAJ18 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [11][2] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5, Class X~~A-AAB, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class ~~G-RR, Class J~~K-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class AX-AB A Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to~~ as 3 The ~~Centre Loan Combination,~~ initial approximate Pass-Through Rate as a of the Closing Date is 1.0091% per annum. Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, with respect to the Class AX-AB A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ F-RR Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ F-RR Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ F-RR Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ F-RR Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ F-RR Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ F-RR Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 BENCHMARK 2019-~~X00 XXXXXXXX~~ B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AG-AB RR [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AG-AB RR Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AG-AB RR Certificates: $~~22,612,000~~ 11,478,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ August 2029 CUSIP: 08162F ~~AF0~~ AR44 U0739T AF85 08162F BK86 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAR477 USU0739TAF858 US08162FBK849 Common Code: ~~204106649~~ 204107645 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AG-AB RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing 3 The initial approximate Pass-Through Rate as of the Closing Date is 4.2649% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F~~-RR, Class G~~-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class AG-AB RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AG-AB RR Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ G-RR Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ G-RR Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ G-RR Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ G-RR Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ G-RR Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ G-RR Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number ~~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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-17 BENCHMARK 2019-~~X00 XXXXXXXX~~ B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AJ-AB RR [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AJ-AB RR Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AJ-AB RR Certificates: $~~22,612,000~~ 34,435,107 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ August 2029 CUSIP: 08162F ~~AF0~~ AS24 U0739T AG65 08162F BL66 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAS207 USU0739TAG688 US08162FBL679 Common Code: ~~204106649~~ 204107653 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AJ-AB RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing 3 The initial approximate Pass-Through Rate as of the Closing Date is 4.2649% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G~~-RR, Class J~~-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class AJ-AB RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AJ-AB RR Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ E Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 19, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ E Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 19, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ E Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ E Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-17 CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~X00 XXXXXXXX TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ F [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2019-~~B12 MORTGAGE TRUST~~ C7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~C7, CLASS ~~A-AB~~ F Pass-Through Rate: ~~3.0416~~2.7500% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ F Certificates: $~~22,612,000~~ 15,663,119 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328CAZ53 U1744RAH94 17328CBA95 Initial Certificate Balance of this Certificate: $15,663,119 ISIN: US17328CAZ596 USU1744RAH947 US17328CBA998 Common Code: [_____] ~~ISIN: US08162FAF09 Common Code: 204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion ~~Loans~~ Loan held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion ~~Loans~~ Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and 3 For Rule 144A Certificates 4 For Regulation S Certificates 5 For IAI Certificates 6 For Rule 144A Certificates 7 For Regulation S Certificates 8 For IAI Certificates conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class ~~F-RR, Class~~ G~~-RR~~, Class J-RR, Class R, Class S, Class ~~VRR~~805A, Class ~~WM-A~~805B, Class ~~WM-B~~805C, Class ~~WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ 805D and Class ~~TCRR~~ 805H Certificates (together with the Class ~~A-AB~~ F Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors~~LNR Partners, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion ~~Loans~~ Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-S Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-S Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-S Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-S Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-S Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ B [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS ~~A-AB~~ B Pass-Through Rate: ~~3.0416~~The lesser of 3.5702% per annum and the WAC Rate First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ B Certificates: $~~22,612,000~~ 50,217,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ July 2029 CUSIP: 08162F ~~AF0~~ AH6 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAH64 Common Code: ~~204106649~~ 204106657 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S~~, Class B~~, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class ~~A-AB~~ B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ C Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ C Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ C Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ C Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-11 BENCHMARK 2019-~~X00 XXXXXXXX~~ B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AX-AB B [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS B AND ~~SERVICING AGREEMENT~~CLASS C CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AX-AB B Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB B Certificates: $~~22,612,000~~ 93,260,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ July 2029 CUSIP: 08162F ~~AF0~~ AL75 U0739T AA96 08162F BE27 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAL768 USU0739TAA989 US08162FBE2510 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.204107556

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-B Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-B Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-12 BENCHMARK 2019-~~X00 XXXXXXXX~~ B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AX-AB D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND ~~SERVICING AGREEMENT~~CLASS E CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS AX-AB D Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB D Certificates: $~~22,612,000~~ 41,608,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ August 2029 CUSIP: 08162F ~~AF0~~ AM55 U0739T AB76 08162F BF97 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAM598 USU0739TAB719 US08162FBF9910 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.204107564

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-A Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: August 8, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-A Certificates referred to in the Pooling and Servicing Agreement. Dated: Xxxxxx 0, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-A Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-A Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB S [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB S Pass-Through Rate: ~~3.0416~~The lesser of 3.4188% per annum and the WAC Rate First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB S Certificates: $~~22,612,000~~ 143,478,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ July 2029 CUSIP: 08162F ~~AF0~~ AG8 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08162FAG81 Common Code: ~~204106649~~ 204106665 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A~~, Class A-S~~, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB S Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 8 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-3 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ A-3 Pass-Through Rate: ~~3.0416~~3.442% per annum First Distribution Date: ~~September 17~~May 16, ~~2019~~ 2017 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2017 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~April 2017, the date that would have been its Due Date in ~~August 2019~~ April 2017 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-3 Certificates: $~~22,612,000~~ 250,000,000 Scheduled Final Distribution Date: the Distribution Date in January ~~2029~~ 2027 CUSIP: ~~08162F AF0~~ 17325H BN3 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17325HBN35 Common Code: ~~204106649~~ 160059699 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class X-~~B, Class X-~~D, Class D, Class E, Class F~~-RR~~, Class G~~-RR, Class J-RR~~, Class R, Class S, Class ~~VRR~~V-1, Class ~~WM-A~~V-2A, Class ~~WM-B~~V-2B, Class ~~WM-C~~V-2C, Class ~~WMRR~~V-2D, Class ~~TC-A~~V-2E, Class ~~TC-B~~V-3AB, Class ~~TC-C~~V-3C, Class ~~TC-D, Class TC-E~~ V-3D and Class ~~TCRR~~ V-3E Certificates (together with the Class ~~A-AB~~ A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate~~ Rialto Capital Advisors, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, ~~Pentalpha Surveillance~~ Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and ~~Wilmington Trust, National Association~~Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-4 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~3.712% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ EC Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ EC Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ EC Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ EC Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ EC Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ EC Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-11 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ C [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS EC CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE). DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ C Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.WAC Rate3

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-AB Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-AB Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-AB Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-AB Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-6 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS AX-AB A [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4 AND ~~SERVICING AGREEMENT~~CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS AX-AB A Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.Variable IO3

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ V-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is ~~one~~ a part of the Class ~~A-5~~ V-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ V-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ V-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ V-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ V-1 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-20 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ V-2A [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND DISTRIBUTIONS THEREON, AND (II) ANY EXCESS INTEREST COLLECTED ON THE ARD MORTGAGE LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~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. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ~~BENCHMARK 2019-B12~~ IN NO EVENT SHALL CERTIFICATES REPRESENTING A PERCENTAGE INTEREST IN ANY CLASS OF CLASS V-2 CERTIFICATES BE TRANSFERRED TO ANY PERSON (AND THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER ANY SUCH TRANSFER) UNLESS CERTIFICATES REPRESENTING THE EXACT SAME PERCENTAGE INTEREST IN EACH AND EVERY OTHER OUTSTANDING CLASS OF CLASS V-2 CERTIFICATES ARE SIMULTANEOUSLY TRANSFERRED TO THE SAME PERSON. ANY HOLDER OF CLASS V-2 CERTIFICATES SHALL AT ALL TIMES HOLD THE SAME PERCENTAGE INTEREST IN EACH AND EVERY OUTSTANDING CLASS THEREOF. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS V-1 CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT. CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ V-2A Pass-Through Rate: ~~3.0416% per annum First~~ N/A. The Class V-2A Certificates will not have a Pass-Through Rate, but will be entitled to receive interest on any Distribution ~~Date: September 17, 2019 Cut-Off Date: With respect~~ Date up to ~~each Mortgage Loan and Serviced Companion Loan,~~ an amount equal to the ~~Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable~~ product of (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of a) the Class ~~A-AB Certificates: $22,612,000 Scheduled Final Distribution Date:~~ V-2 Percentage, multiplied by (b) the ~~Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance~~ VRR Allocation Percentage, multiplied by (c) the aggregate amount of ~~this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership~~ interest ~~in a Trust Fund, including the distributions~~ distributed to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, A and Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR S Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ F Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ G [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ G Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September 17~~May 16, ~~2019~~ 2017 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2017 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~April 2017, the date that would have been its Due Date in ~~August 2019~~ April 2017 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ G Certificates: $~~22,612,000~~ 41,363,974 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2027 CUSIP: ~~08162F AF0~~ 17325H AG94 U1852X AD35 17325H AH76 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US17325HAG927 USU1852XAD318 US17325HAH759 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued 3 The initial approximate Pass-Through Rate as of the Closing Date is 4.668% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class X-~~B, Class X-~~D, Class D, Class E, Class F~~-RR, Class G-RR, Class J-RR~~, Class R, Class S, Class ~~VRR~~V-1, Class ~~WM-A~~V-2A, Class ~~WM-B~~V-2B, Class ~~WM-C~~V-2C, Class ~~WMRR~~V-2D, Class ~~TC-A~~V-2E, Class ~~TC-B~~V-3AB, Class ~~TC-C~~V-3C, Class ~~TC-D, Class TC-E~~ V-3D and Class ~~TCRR~~ V-3E Certificates (together with the Class ~~A-AB~~ G Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate~~ Rialto Capital Advisors, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, ~~Pentalpha Surveillance~~ Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and ~~Wilmington Trust, National Association~~Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ F Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ G [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ G Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.WAC Rate4

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ B Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ B Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-11 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ C [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ C Pass-Through Rate: ~~3.0416~~The WAC Rate minus 0.326% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum3

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ E Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ E Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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: _______________________________________________________ ______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-15 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ F [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN“), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ F Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate4 First Distribution Date: ~~September~~ May 17, ~~2019~~ 2016 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2016 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first ~~Due Date subsequent to August 2019~~due date in May 2016, the date that would have been its ~~Due Date~~ due date in ~~August 2019~~ April 2016 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ F Certificates: $~~22,612,000~~ 9,637,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2026 CUSIP: ~~08162F AF0~~ 29429C AR65 U1740H AC66 29429C AS47 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US29429CAR608 USU1740HAC619 US29429CAS4410 Common Code: ~~204106649~~ 139531256 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, 4 The initial approximate Pass-Through Rate as of the Closing Date is 4.836% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates Class X-A, Class X-AB, Class A-S, Class B, Class EC, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class ~~F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ G and Class ~~TCRR~~ R Certificates (together with the Class ~~A-AB~~ F Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a~~ Servicer, C-III Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement~~. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement~~.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ C Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ C Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________________________~~___~~_ ___________________~~___________~~_ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ C Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ C Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-12 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ D Pass-Through Rate: ~~3.0416~~2.804% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ R Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ R Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ R Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ R Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ R Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ R Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-18 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 S THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT OF~~ THIS CERTIFICATE ~~ARE DISTRIBUTABLE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~SET FORTH IN~~ AMENDED (THE ~~POOLING AND SERVICING AGREEMENT~~“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. ~~ACCORDINGLY~~THE HOLDER HEREOF, ~~THE OUTSTANDING CERTIFICATE BALANCE OF~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE ~~AT ANY TIME~~ MAY BE ~~LESS THAN~~ REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE ~~INITIAL CERTIFICATE BALANCE SET FORTH BELOW~~SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE ~~REPRESENTS~~ MAY ONLY BE TRANSFERRED TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “~~REGULAR INTEREST~~ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN A WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“~~REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED~~ERISA”), ~~RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D~~ OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS ~~AMENDED~~AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ~~12 Global Certificate legend~~TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB Pass-Through Rate~~S Percentage Interest: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.]%

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-4 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~3.329% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-1 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-2 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 4 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ A-2 Pass-Through Rate: ~~3.0416~~2.743% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ E Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ E Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ E Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ E Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-15 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ F [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ F Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September 17~~May 16, ~~2019~~ 2017 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2017 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~April 2017, the date that would have been its Due Date in ~~August 2019~~ April 2017 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ F Certificates: $~~22,612,000~~ 10,028,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2027 CUSIP: ~~08162F AF0~~ 17325H AE44 U1852X AC55 17325H AF16 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US17325HAE457 USU1852XAC578 US17325HAF109 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued 3 The initial approximate Pass-Through Rate as of the Closing Date is 4.668% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class X-~~B, Class X-~~D, Class D, Class E, Class ~~F-RR, Class~~ G~~-RR, Class J-RR~~, Class R, Class S, Class ~~VRR~~V-1, Class ~~WM-A~~V-2A, Class ~~WM-B~~V-2B, Class ~~WM-C~~V-2C, Class ~~WMRR~~V-2D, Class ~~TC-A~~V-2E, Class ~~TC-B~~V-3AB, Class ~~TC-C~~V-3C, Class ~~TC-D, Class TC-E~~ V-3D and Class ~~TCRR~~ V-3E Certificates (together with the Class ~~A-AB~~ F Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate~~ Rialto Capital Advisors, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, ~~Pentalpha Surveillance~~ Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and ~~Wilmington Trust, National Association~~Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ S Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ S Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ S Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ S Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ S Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-19 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ V-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.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND DISTRIBUTIONS THEREON, AND (II) ANY EXCESS INTEREST COLLECTED ON THE ARD MORTGAGE LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~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. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ~~BENCHMARK 2019-B12~~ SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT. CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ V-1 Pass-Through Rate: ~~3.0416% per annum First Distribution Date: September 17~~N/A. The Class V-1 Certificates will not have a Pass-Through Rate, ~~2019 Cut-Off Date: With respect~~ but will be entitled to ~~each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of~~ receive interest on any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions up to ~~be made with respect~~ an amount equal to the ~~Class A-AB Certificates. The Trust Fund~~product of (a) the VRR Interest Percentage, ~~described more fully below~~multiplied by (b) the VRR Allocation Percentage, ~~consists primarily~~ multiplied by (c) the aggregate amount of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are interest distributed to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C, Class ~~X-B, Class X-D, Class~~ D, Class E, Class ~~F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ F and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-3 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ A-3 Pass-Through Rate: ~~3.0416~~3.063% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-14 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ E [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ E Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September 17~~May 16, ~~2019~~ 2017 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2017 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~April 2017, the date that would have been its Due Date in ~~August 2019~~ April 2017 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ E Certificates: $~~22,612,000~~ 27,576,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2027 CUSIP: ~~08162F AF0~~ 17325H AC84 U1852X AB75 17325H AD66 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US17325HAC887 USU1852XAB748 US17325HAD619 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued 3 The initial approximate Pass-Through Rate as of the Closing Date is 4.668% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class X-~~B, Class X-~~D, Class D, Class ~~E, Class~~ F~~-RR~~, Class G~~-RR, Class J-RR~~, Class R, Class S, Class ~~VRR~~V-1, Class ~~WM-A~~V-2A, Class ~~WM-B~~V-2B, Class ~~WM-C~~V-2C, Class ~~WMRR~~V-2D, Class ~~TC-A~~V-2E, Class ~~TC-B~~V-3AB, Class ~~TC-C~~V-3C, Class ~~TC-D, Class TC-E~~ V-3D and Class ~~TCRR~~ V-3E Certificates (together with the Class ~~A-AB~~ E Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2017 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate~~ Rialto Capital Advisors, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer, ~~Pentalpha Surveillance~~ Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and ~~Wilmington Trust, National Association~~Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2017 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ B Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________~~______________~~_ ________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ B Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-10 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ EC [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE). DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR ~~INTEREST~~INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ EC Pass-Through Rate: ~~3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect~~ The Class EC Certificates will be entitled to ~~each Mortgage Loan and Serviced Companion Loan,~~ receive the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance sum of the ~~Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date:~~ interest distributable on the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case percentage interests of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E B and Class ~~TCRR Certificates (together with~~ C Regular Interests represented by the Class ~~A-AB~~ EC Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-14 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ E [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN“), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS ~~A-AB~~ E Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.WAC Rate4

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ G Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ G Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ G Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ G Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ G Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-17 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 R THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT OF~~ THIS CERTIFICATE ~~ARE DISTRIBUTABLE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~SET FORTH IN~~ AMENDED (THE ~~POOLING AND SERVICING AGREEMENT~~“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. ~~ACCORDINGLY~~THE HOLDER HEREOF, ~~THE OUTSTANDING CERTIFICATE BALANCE OF~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE ~~AT ANY TIME~~ MAY BE ~~LESS THAN~~ REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE ~~INITIAL~~ SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE ~~BALANCE SET FORTH BELOW~~MAY ONLY BE TRANSFERRED TO AND OWNED BY A QIB. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. THIS CERTIFICATE REPRESENTS A “~~REGULAR~~ RESIDUAL INTEREST” IN A TWO “REAL ESTATE MORTGAGE INVESTMENT ~~CONDUIT,~~CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS ~~860G(a)(1~~860G(a)(2) AND ~~860D~~ 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE ~~INTERNAL REVENUE CODE OF 1986~~POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS ~~AMENDED~~SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~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. ~~12 Global Certificate legend~~THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. ~~BENCHMARK 2019-B12~~ IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS. TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB Pass-Through Rate~~R Percentage Interest: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.]%

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-1 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-2 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 4 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS ~~A-AB~~ A-2 Pass-Through Rate: ~~3.0416~~3.212% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X -A Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-A Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-A Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-A Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-7 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS AX-AB B [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B REGULAR INTEREST. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS AX-AB B Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.Variable IO3

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-13 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS AX-AB D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS AX-AB D Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ May 17, ~~2019~~ 2016 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2016 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first ~~Due Date subsequent to August 2019~~due date in May 2016, the date that would have been its ~~Due Date~~ due date in ~~August 2019~~ April 2016 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB D Certificates: $~~22,612,000~~ 44,331,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2026 CUSIP: ~~08162F AF0~~ 29429C AV75 U1740H AE26 29429C AW57 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US29429CAV728 USU1740HAE289 US29429CAW5510 Common Code: ~~204106649~~ 139531248 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class CEC, Class ~~X-B, Class X-D~~C, Class D, Class E, Class F~~-RR~~, Class ~~G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ G and Class ~~TCRR~~ R Certificates 4 The initial approximate Pass-Through Rate as of the Closing Date is 2.032% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI S Certificates (together with the Class AX-AB D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a~~ Servicer, C-III Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, with respect to the Class AX-AB D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement~~. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement~~.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 13, ~~2019~~ 2016 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ________________~~____~~_ ________________ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-5 CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-~~X00 XXXXXXXX TRUST~~ P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-P3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2016-~~B12~~P3, CLASS A-AB Pass-Through Rate: ~~3.0416~~3.127% per annum First Distribution Date: ~~September~~ May 17, ~~2019~~ 2016 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2016 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first ~~Due Date subsequent to August 2019~~due date in May 2016, the date that would have been its ~~Due Date~~ due date in ~~August 2019~~ April 2016 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $~~22,612,000~~ 31,196,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ August 2025 CUSIP: ~~08162F AF0~~ 29429C AE5 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US29429CAE57 Common Code: ~~204106649~~ 139773446 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~X-A, Class X-AB, Class A-S, Class B, Class EC, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class ~~G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ G and Class ~~TCRR~~ R Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC~~ Xxxxx Fargo Bank, National Association, as Master ~~Servicer and a~~ Servicer, C-III Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-5 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS A-AB Pass-Through Rate: ~~3.0416~~3.509% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.annum

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ C Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 18, ~~2019~~ 2017 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ C Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ C Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ C Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-12 CITIGROUP COMMERCIAL MORTGAGE TRUST 2017-~~X00 XXXXXXXX TRUST~~ P7 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2017-~~B12~~P7, CLASS AX-AB D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING~~ THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE, THE RISK RETENTION CONSULTATION PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing AgreementD CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

Appears in 7 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ G-RR Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ G-RR Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ G-RR Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ G-RR Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ G-RR Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ G-RR Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-17 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AJ-AB RR [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ~~THE SPONSORS~~ANY SPONSOR, THE ~~ORIGINATORS~~DEPOSITOR, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, ~~THE UNDERWRITERS~~ ANY INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AJ-AB RR Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AJ-AB RR Certificates: $~~22,612,000~~ 36,689,490 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R AQ24 U1749R AH45 17328R AR06 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US17328RAQ207 USU1749RAH408 US17328RAR039 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AJ-AB RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued 3 The initial approximate Pass-Through Rate as of the Closing Date is 3.659% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class ~~J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class AJ-AB RR Certificates, the “Certificates”; the Holders of Certificates 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 Pooling and Servicing Agreement dated as of ~~August~~ February 1, ~~2019~~ 2020 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master ~~Servicer and a~~ Servicer, CWCapital Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AJ-AB RR Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-12 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AX-AB F [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ~~THE SPONSORS~~ANY SPONSOR, THE ~~ORIGINATORS~~DEPOSITOR, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, ~~THE UNDERWRITERS~~ ANY INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-F CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AX-AB F Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB F Certificates: $~~22,612,000~~ 19,078,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R AE95 U1749R AC56 17328R AF67 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17328RAE998 USU1749RAC529 US17328RAF6410 Common Code: ~~204106649~~ 212839493 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.Class

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~2.6730% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-4 Certificates: $~~22,612,000~~ 75,000,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ October 2029 CUSIP: ~~08162F AF0~~ 08160K AD6 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAD63 Common Code: ~~204106649~~ 209600137 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class ~~A-4~~A-5, Class ~~A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B14 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Pooling and Servicing Agreement (Benchmark 2019-B15 Mortgage Trust)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-B Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-B Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-11 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AX-AB D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ~~THE SPONSORS~~ANY SPONSOR, THE ~~ORIGINATORS~~DEPOSITOR, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, ~~THE UNDERWRITERS~~ ANY INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND ~~SERVICING AGREEMENT~~CLASS E CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AX-AB D Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB D Certificates: $~~22,612,000~~ 52,833,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R AC35 U1749R AB76 17328R AD17 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17328RAC348 USU1749RAB799 US17328RAD1710 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.212839434

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ D Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-15 BENCHMARK 2019-~~X00 XXXXXXXX~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ E [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ E Pass-Through Rate: ~~3.0416~~2.7500% ~~per annum~~ First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ E Certificates: $~~22,612,000~~ 17,391,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ December 2072 CUSIP: ~~08162F AF0~~ 08160KAN44 08160K AP95 U0810R AB36 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAN467 US08160KAP938 USU0810RAB349 Common Code: ~~204106649~~ 209600536 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class ~~E, Class~~ F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ E Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3-2 Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~____________, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~____________, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-12 BENCHMARK 2022-~~X00 XXXXXXXX~~ B35 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS AA-4-AB 2 [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT OF~~ THIS CERTIFICATE ~~ARE DISTRIBUTABLE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~SET FORTH IN~~ AMENDED (THE ~~POOLING AND SERVICING AGREEMENT~~“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. ~~ACCORDINGLY~~THE HOLDER HEREOF, ~~THE OUTSTANDING CERTIFICATE BALANCE OF~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE ~~AT ANY TIME~~ MAY BE ~~LESS THAN~~ REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE ~~INITIAL CERTIFICATE BALANCE SET FORTH BELOW~~SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK ~~2019~~2022-~~B12~~ B35 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS AA-4-AB 2 Pass-Through Rate: ~~3.0416~~The WAC Rate minus 0.24500% per annum 4 First Distribution Date: ~~September~~ June 17, ~~2019~~ 2022 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August 2019~~ May 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August 2019~~May 2022, the date that would have been its Due Date in ~~August 2019~~ May 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AA-4-AB 2 Certificates: $~~22,612,000~~ 125,000,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ March 2032 CUSIP: ~~08162F AF0~~ 08163R AC05 U0745R AB36 08163R AD87 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08163RAC078 USU0745RAB349 US08163RAD8910 Common Code: ~~204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AA-4-AB 2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict 4 The initial approximate Pass-Through Rate as of the Closing Date is 4.34891 % per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3-1, Class A-4-1, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class XA-3-B2, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F~~-RR~~, Class G~~-RR~~, Class H, Class J~~-RR~~, Class R, Class ~~S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ S and Class ~~TCRR~~ VRR Certificates (together with the Class AA-4-AB 2 Certificates, the “Certificates”; the Holders of Certificates 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 Pooling and Servicing Agreement dated as of ~~August~~ May 1, ~~2019~~ 2022 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC Bank,~~ KeyBank National Association, as Master Servicer and a as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, ~~Citibank~~Computershare Trust Company, ~~N.A.~~National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ June 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AA-4-AB 2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2022-B37 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ R Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ R Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ R Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ R Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ R Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ R Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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~~ .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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-20 BENCHMARK 2019-~~X00 XXXXXXXX~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ VRR [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE IS ACQUIRED BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. OR X.X. XXXXXX SECURITIES LLC, (II) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND DISTRIBUTIONS THEREON, AND (II) ANY EXCESS INTEREST COLLECTED ON THE ARD MORTGAGE LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~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. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ VRR Pass-Through Rate: ~~3.0416% per annum First Distribution Date: September 17~~N/A. The Class VRR Certificates will not have a Pass-Through Rate, ~~2019 Cut-Off Date: With respect~~ but will entitle Holders to ~~each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of~~ interest on any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect equal to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “VRR Interest Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates Amount for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ PEZ Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ PEZ Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ PEZ Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ PEZ Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ PEZ Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ PEZ Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-11 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ C [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE). DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ C Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ C Certificates: $~~22,612,000~~ 51,732,000. The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates). Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V BE4 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date) ISIN: ~~US08162FAF09~~ US17323VBE48 Common Code: ~~204106649~~ 122025659 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class CPEZ, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ C Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company 3 The initial approximate Pass-Through Rate as of the Closing Date is 4.156% per annum. Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-H Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 28, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-H Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 28, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-H Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-H Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-H Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-H Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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~~ .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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 BMO 2022-~~X00 XXXXXXXX~~ C1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~C1, CLASS AX-AB J [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-J CERTIFICATE ~~REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)~~ WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND ~~860D~~ WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF ~~THE INTERNAL REVENUE CODE OF 1986~~1933, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable AMENDED (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the THE “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing AgreementSECURITIES ACT”), ~~between Citigroup Commercial Mortgage Securities Inc.~~OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, ~~as Depositor~~BY PURCHASING THIS CERTIFICATE, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.AGREES THAT THIS

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ R Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ R Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ R Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ R Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ R Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ R Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-19 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 S THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT OF~~ THIS CERTIFICATE ~~ARE DISTRIBUTABLE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~SET FORTH IN~~ AMENDED (THE ~~POOLING AND SERVICING AGREEMENT~~“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. ~~ACCORDINGLY~~THE HOLDER HEREOF, ~~THE OUTSTANDING CERTIFICATE BALANCE OF~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE ~~AT ANY TIME~~ MAY BE ~~LESS THAN~~ REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE ~~INITIAL CERTIFICATE BALANCE SET FORTH BELOW~~SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE ~~REPRESENTS~~ MAY ONLY BE TRANSFERRED TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER INSTITUTIONAL “~~REGULAR INTEREST~~ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN A WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“~~REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED~~ERISA”), ~~RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D~~ OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS ~~AMENDED~~AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. ~~12 Global Certificate legend~~TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB Pass-Through Rate~~S Percentage Interest: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.]%

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-F Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-13 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ~~THE SPONSORS~~ANY SPONSOR, THE ~~ORIGINATORS~~DEPOSITOR, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, ~~THE UNDERWRITERS~~ ANY INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ D Pass-Through Rate: ~~3.0416~~2.600% per annum First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ D Certificates: $~~22,612,000~~ 30,819,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R AG44 U1749R AD35 17328R AH26 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17328RAG487 USU1749RAD368 US17328RAH219 Common Code: ~~204106649~~ 212839523 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class A-5, Class A-AB, Class X-A, Class A-S, 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates Class B, Class C, Class X-B, Class X-D, Class DX-F, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ D Certificates, the “Certificates”; the Holders of Certificates 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 Pooling and Servicing Agreement dated as of ~~August~~ February 1, ~~2019~~ 2020 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master ~~Servicer and a~~ Servicer, CWCapital Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ B Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ B Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX ~~X-0~~ X-00 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ C [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ C Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ C Certificates: $~~22,612,000~~ 36,829,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAK07 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.209600188

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-1 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-2 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 4 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ A-2 Pass-Through Rate: ~~3.0416~~2.708% per annum First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-2 Certificates: $~~22,612,000~~ 80,787,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2025 CUSIP: ~~08162F AF0~~ 17328R AX7 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US17328RAX70 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class ~~A-2, Class A-3, Class~~ A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ A-2 Certificates, the “Certificates”; the Holders of Certificates 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 Pooling and Servicing Agreement dated as of ~~August~~ February 1, ~~2019~~ 2020 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master ~~Servicer and a~~ Servicer, CWCapital Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-3 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~2.477% per annum First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-4 Certificates: $~~22,612,000~~ 175,000,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ December 2029 CUSIP: ~~08162F AF0~~ 17328R AY5 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US17328RAY53 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3~~A-5, Class ~~A-4, Class A-5~~A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ A-4 Certificates, the “Certificates”; the Holders of Certificates 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 Pooling and Servicing Agreement dated as of ~~August~~ February 1, ~~2019~~ 2020 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master ~~Servicer and a~~ Servicer, CWCapital Asset Management LLC, as Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-1 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 4 Global Certificate legend. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-2 Pass-Through Rate: ~~3.0416~~2.9140% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-2 Certificates: $~~22,612,000~~ 48,560,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ November 2024 CUSIP: ~~08162F AF0~~ 08160K AB0 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAB08 Common Code: ~~204106649~~ 209600129 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class ~~A-2, Class~~ A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-3 Pass-Through Rate: ~~3.0416~~2.6670% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-3 Certificates: $~~22,612,000~~ 24,167,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ November 2026 CUSIP: ~~08162F AF0~~ 08160K AC8 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAC80 Common Code: ~~204106649~~ 209600102 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-A Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-A Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-A Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-A Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-7 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS A-AB S [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS A-AB S Pass-Through Rate: ~~3.0416~~The lesser of 2.918% per annum and the WAC Rate First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB S Certificates: $~~22,612,000~~ 139,420,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R BB4 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US17328RBB42

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-5 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS A-AB Pass-Through Rate: ~~3.0416~~2.984% per annum First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class A-AB Certificates: $~~22,612,000~~ 52,822,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ August 2024 CUSIP: ~~08162F AF0~~ 17323V BB0 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VBB09 Common Code: ~~204106649~~ 122025594 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~X-A, Class X-AB, Class A-S, Class B, Class PEZ, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ F Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ G [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ G Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate4 First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ G Certificates: $~~22,612,000~~ 15,380,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V AG05 U1745E AD66 17323V AH87 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAG058 USU1745EAD689 US17323VAH8710 Common Code: ~~204106649~~ 122102998 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class GH, 4 The initial approximate Pass-~~RR,~~ Through Rate as of the Closing Date is 4.156% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates Class ~~J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ G Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement~~. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement~~.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ D Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ D Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ D Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ D Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ D Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-13 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS AX-AB D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS AX-AB D Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB D Certificates: $~~22,612,000~~ 65,713,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V AL95 U1745E AF16 17323V AM77 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAL998 USU1745EAF179 US17323VAM7210 Common Code: ~~204106649~~ 122105008 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, 4 The approximate Pass-Through Rate as of the Closing Date is 1.046% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI S Certificates Class X-A, Class X-AB, Class A-S, Class B, Class CPEZ, Class ~~X-B, Class X-D~~C, Class D, Class E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class AX-AB D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of ~~principal and~~ interest then distributable, if any, with respect to the Class AX-AB D Certificates for such Distribution Date, all as more fully described ~~in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in~~ the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ F Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ F Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ F Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ F Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ F Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-17 BENCHMARK 2019-~~X00 XXXXXXXX~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS AG-AB RR [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS AG-AB RR Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate3 First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AG-AB RR Certificates: $~~22,612,000~~ 8,184,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ December 2072 CUSIP: ~~08162F AF0~~ 08160K AY04 08160K AZ75 U0810R AG26 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US08160KAY017 US08160KAZ758 USU0810RAG219 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AG-AB RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any 3 The initial approximate Pass-Through Rate as of the Closing Date is 3.8399% per annum. 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR, Class G-RR~~, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class AG-AB RR Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AG-AB RR Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ J-RR Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ J-RR Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ J-RR Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ J-RR Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ J-RR Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ J-RR Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-18 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 R THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ~~THE SPONSORS~~ANY SPONSOR, THE ~~ORIGINATORS~~DEPOSITOR, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, ~~THE UNDERWRITERS~~ ANY INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT OF~~ THIS CERTIFICATE ~~ARE DISTRIBUTABLE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~SET FORTH IN~~ AMENDED (THE ~~POOLING AND SERVICING AGREEMENT~~“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. ~~ACCORDINGLY~~THE HOLDER HEREOF, ~~THE OUTSTANDING CERTIFICATE BALANCE OF~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE ~~AT ANY TIME~~ MAY BE ~~LESS THAN~~ REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE ~~INITIAL~~ SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE ~~BALANCE SET FORTH BELOW~~MAY ONLY BE TRANSFERRED TO AND OWNED BY A QIB. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. THIS CERTIFICATE REPRESENTS A “~~REGULAR~~ RESIDUAL INTEREST” IN A EACH OF TWO “REAL ESTATE MORTGAGE INVESTMENT ~~CONDUIT,~~CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS ~~860G(a)(1~~860G(a)(2) AND ~~860D~~ 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE ~~INTERNAL REVENUE CODE OF 1986~~POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS ~~AMENDED~~SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~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. ~~12 Global Certificate legend~~THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. ~~BENCHMARK 2019-B12~~ IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS. TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB Pass-Through Rate~~R Percentage Interest: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.]%

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4-2 Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~____________, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~____________, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4-2 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-13 BENCHMARK 2022-~~X00 XXXXXXXX~~ B35 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS AX-AB D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND ~~SERVICING AGREEMENT~~CLASS E CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK ~~2019~~2022-~~B12~~ B35 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS AX-AB D Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ June 17, ~~2019~~ 2022 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August 2019~~ May 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August 2019~~May 2022, the date that would have been its Due Date in ~~August 2019~~ May 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB D Certificates: $~~22,612,000~~ 59,933,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ May 2032 CUSIP: ~~08162F AF0~~ 08163R AG15 U0745R AD96 08163R AH97 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08163RAG118 USU0745RAD999 US08163RAH9310 Common Code: ~~204106649~~ No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.this

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-S Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-S Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-S Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-S Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-S Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-8 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ B [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ B Pass-Through Rate: ~~3.0416~~The lesser of 3.150% per annum and the WAC Rate First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ B Certificates: $~~22,612,000~~ 46,962,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R BC2 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US17328RBC25

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X- 0 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ A-5 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ VRR Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ VRR Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ VRR Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ VRR Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ VRR Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ VRR Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT B MORTGAGE LOAN SCHEDULE CGCMT 2020-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 GC46 Mortgage Loan Schedule Loan Cut-Off ~~Date: With respect to each~~ Date Mortgage ~~Loan and Serviced Companion Loan, the Due~~ Remaining Term To Remaining Amortization Master Servicing Primary Servicing Subservicing Outside Servicing Number Footnotes Property Name Address City State Zip Code Balance ($) Flood Zone Rate Maturity / ARD (Mos.) Maturity Date ~~in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable~~ / ARD Term (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 Mos.) Fee Rate (%) Fee Rate (%) Fee Rate (%) Fee Rate (%) 1 (1) 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx 00000 115,000,000.00 No 3.48600% 118 12/08/2029 0 0.00125% 0.00000% NAP 0.00125% 2 (2) 1633 Broadway 0000 Xxxxxxxx Xxx Xxxx Xxx Xxxx 00000 110,000,000.00 No 2.99000% 118 12/06/2029 0 0.00125% 0.00000% NAP 0.00125% 0 Xxxxxxxxxxx Xxxx 0000 Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxxxx 00000 59,000,000.00 No 2.88000% 119 01/01/2030 0 0.00125% 0.00000% NAP 0.00250% 4 Superior Storage Portfolio 55,000,000 No 4.18300% 120 02/06/2030 0 0.00125% 0.00125% NAP NAP 4.01 Kenosha Storage 0000 00xx Xxxxxx Xxxxxxx Xxxxxxxxx 00000 No 4.02 Point Storage 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx 00000 No 4.03 Xxxxxx Storage 00 Xxxxxxx Xxxxx Fond du Lac Wisconsin 54937 No 4.04 Trafalgar Road 0000 Xxxxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx 00000 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3-1 Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~____________, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~____________, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________ _______________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-3-1 Certificate of the entire Percentage Interest represented by the within Class A-3-1 Certificates to the above-named Assignee(s) and to deliver such Class A-3-1 Certificate to the following address: Date: _______________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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:_____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS AA-4-AB 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.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. BENCHMARK ~~2019~~2022-~~B12~~ B35 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS AA-4-AB 1 Pass-Through Rate: ~~3.0416~~The WAC Rate minus 0.24500% per annum 11 First Distribution Date: ~~September~~ June 17, ~~2019~~ 2022 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August 2019~~ May 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August 2019~~May 2022, the date that would have been its Due Date in ~~August 2019~~ May 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class AA-4-AB 1 Certificates: $~~22,612,000~~ 75,000,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ March 2032 CUSIP: ~~08162F AF0~~ 08163R BP0 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US08163RBP01 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AA-4-AB 1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3~~, Class A-4~~-1, Class A-5, Class A-SB, Class X-A, Class A-S, Class B, Class C, Class XA-3-B2, Class A-4-2, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F~~-RR~~, Class G~~-RR~~, Class H, Class J~~-RR~~, Class R, Class ~~S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ S and Class ~~TCRR~~ VRR Certificates (together with the Class AA-4-AB 1 Certificates, the “Certificates”; the Holders of Certificates 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 Pooling and Servicing Agreement dated as of ~~August~~ May 1, ~~2019~~ 2022 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, ~~Midland Loan Services, a Division of PNC Bank,~~ KeyBank National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company, solely with respect to~~ Park 11 The initial approximate Pass-Through Rate as of the ~~Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance~~ Closing Date is 4.34891 % per annum. Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, ~~Citibank~~Computershare Trust Company, ~~N.A.~~National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ June 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AA-4-AB 1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ H Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ H Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ H Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ H Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ H Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ H Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-18 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 R THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT OF~~ THIS CERTIFICATE ~~ARE DISTRIBUTABLE~~ HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS ~~SET FORTH IN~~ AMENDED (THE ~~POOLING AND SERVICING AGREEMENT~~“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. ~~ACCORDINGLY~~THE HOLDER HEREOF, ~~THE OUTSTANDING CERTIFICATE BALANCE OF~~ BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE ~~AT ANY TIME~~ MAY BE ~~LESS THAN~~ REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE ~~INITIAL~~ SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE ~~BALANCE SET FORTH BELOW~~MAY ONLY BE TRANSFERRED TO AND OWNED BY A QIB. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE. THIS CERTIFICATE REPRESENTS A “~~REGULAR~~ RESIDUAL INTEREST” IN A TWO “REAL ESTATE MORTGAGE INVESTMENT ~~CONDUIT,~~CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS ~~860G(a)(1~~860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~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. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ~~12 Global Certificate legend~~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. ~~BENCHMARK 2019-B12~~ THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS. TRANSFERS OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB Pass-Through Rate~~R Percentage Interest: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.]%

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ E Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ E Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ E Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ E Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-16 BENCHMARK 2019-~~X00 XXXXXXXX~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ F [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 2 Global Certificate legend. MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement~~THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR. ~~12 Global Certificate legend~~THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS ~~A-AB~~ F Pass-Through Rate: ~~3.0416~~2.7500% ~~per annum~~ First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ F Certificates: $~~22,612,000~~ 21,483,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ December 2072 CUSIP: ~~08162F AF0~~ 08160K AQ73 08160K AR54 U0810R AC15 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAQ766 US08160KAR597 USU0810RAC178 Common Code: ~~204106649~~ 209600889 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing 3 For Rule 144A Certificates 4 For Regulation S Certificates 5 For IAI Certificates 6 For Rule 144A Certificates 7 For Regulation S Certificates 8 For IAI Certificates Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E~~, Class F-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class ~~A-AB~~ F Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-4 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ A-5 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS ~~A-AB~~ A-5 Pass-Through Rate: ~~3.0416~~2.717% per annum First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-5 Certificates: $~~22,612,000~~ 506,855,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R AZ2 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US17328RAZ29

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-1 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-1 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-1 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-1 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-2 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ A-2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]3 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]4 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 4 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ A-2 Pass-Through Rate: ~~3.0416~~2.674% per annum First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ A-2 Certificates: $~~22,612,000~~ 146,427,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2020 CUSIP: ~~08162F AF0~~ 17323V AX3 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAX38 Common Code: ~~204106649~~ 122025535 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class ~~A-2, Class~~ A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ A-2 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-S Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 28, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-S Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 28, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-S Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-S Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-S Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-S Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-9 BMO 2022-~~X00 XXXXXXXX~~ C1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~C1, CLASS ~~A-AB~~ B [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019~~BMO 2022-~~B12~~ C1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~C1, CLASS ~~A-AB~~ B Pass-Through Rate: ~~3.0416~~the lesser of 3.46800% per annum and the WAC Rate First Distribution Date: ~~September~~ March 17, ~~2019~~ 2022 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August 2019~~ February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August 2019~~February 2022, the date that would have been its Due Date in ~~August 2019~~ February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ B Certificates: $~~22,612,000~~ 52,273,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2032 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09 Common Code: 204106649~~ US05609MCG87 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S~~, Class B~~, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F~~-RR~~, Class G~~-RR~~, Class H, Class J~~-RR~~, Class R, Class S, Class ~~VRR~~360A, Class ~~WM-A~~360X, Class ~~WM-B~~360B, Class ~~WM-C~~360C, Class ~~WMRR~~360D, Class ~~TC-A~~360E, Class ~~TC-B~~360RR, Class ~~TC-C~~111A, Class ~~TC-D~~111B, Class ~~TC-E~~ 111C, Class 111D and Class ~~TCRR~~ 111E Certificates (together with the Class ~~A-AB~~ B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”), the Uncertificated VRR Interest and the 111RR Interest. This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ February 1, ~~2019~~ 2022 (the “Pooling and Servicing Agreement”), between ~~Citigroup~~ BMO Commercial Mortgage Securities ~~Inc.~~LLC, as Depositor, ~~Midland Loan Services, a Division of PNC Bank,~~ KeyBank National Association, as Master ~~Servicer and~~ Servicer, CWCapital Asset Management LLC, as a Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, LLC, solely with respect to the ~~Woodlands Mall~~ 360 Rxxxxxxx Loan Combination, as a Special Servicer, ~~Trimont Real Estate Advisors, LLC~~KeyBank National Association, solely with respect to ~~The Centre~~ the 100 Xxxxx Xxxxxx Loan Combination, as a Special Servicer, ~~Pentalpha Surveillance~~ Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, ~~Citibank~~Computershare Trust Company, ~~N.A.~~National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ March 2022 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ C Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ C Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ C Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ C Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-11 BENCHMARK 2019-~~X00 XXXXXXXX~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS AX-AB B [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend.~~ BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS AX-AB B Pass-Through Rate: ~~3.0416% per annum~~ Variable IO4 First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB B Certificates: $~~22,612,000~~ 40,921,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ December 2072 CUSIP: ~~08162F AF0~~ 08160K AS35 08160K AT16 U0810R AD97 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAS338 US08160KAT169 USU0810RAD9910 Common Code: ~~204106649~~ 209602571 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class AX-AB B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing 4 The initial approximate Pass-Through Rate as of the Closing Date is 0.2759% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-BD, Class X-DF, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class AX-AB B Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class AX-AB B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-A Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 28, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-A Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 28, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-A Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-A Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-A Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-8 BMO 2022-~~X00 XXXXXXXX~~ C1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~C1, CLASS A-AB S [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019~~BMO 2022-~~B12~~ C1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~C1, CLASS A-AB S Pass-Through Rate: ~~3.0416~~the lesser of 3.67600% per annum and the WAC Rate First Distribution Date: ~~September~~ March 17, ~~2019~~ 2022 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August 2019~~ February 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August 2019~~February 2022, the date that would have been its Due Date in ~~August 2019~~ February 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB S Certificates: $~~22,612,000~~ 93,541,000 Scheduled Final Distribution Date: the Distribution Date in January ~~2029~~ 2032 CUSIP: ~~08162F AF0~~ 00000XXX0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US05609MCF05

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4-1 Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~____________, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4-1 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~____________, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.,~~ NATIONAL ASSOCIATION not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________ _______________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-4-1 Certificate of the entire Percentage Interest represented by the within Class A-4-1 Certificates to the above-named Assignee(s) and to deliver such Class A-4-1 Certificate to the following address: Date: _______________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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:_____________________________________ ______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS ~~A-AB~~ A-5 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]12 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]13 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 12 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 13 Global Certificate legend. BENCHMARK ~~2019~~2022-~~B12~~ B35 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~B35, CLASS ~~A-AB~~ A-5 Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate14 First Distribution Date: ~~September~~ June 17, ~~2019~~ 2022 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August 2019~~ May 2022 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August 2019~~May 2022, the date that would have been its Due Date in ~~August 2019~~ May 2022 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class ~~A-AB~~ A-5 Certificates: $~~22,612,000~~ 427,141,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ May 2032 CUSIP: ~~08162F AF0~~ 08163R BQ8 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US08163RBQ83

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class A-5 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ___________________________________________ _______________________~~_______~~_ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-5 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]9 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]10 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 9 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 10 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS A-AB Pass-Through Rate: ~~3.0416~~2.614% per annum First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $~~22,612,000~~ 39,232,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ November 2029 CUSIP: ~~08162F AF0~~ 17328R BA6 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US17328RBA68

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-4 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]7 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]8 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 7 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 8 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~3.192% per annum First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ A-4 Certificates: $~~22,612,000~~ 334,415,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V AZ8 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAZ85 Common Code: ~~204106649~~ 121656418 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class ~~A-4, Class A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ B Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ B Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ B Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ B Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ B Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-10 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ PEZ [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE). DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. THIS CERTIFICATE REPRESENTS A BENEFICIAL OWNERSHIP OF MULTIPLE “REGULAR ~~INTEREST~~INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ PEZ Pass-Through Rate: ~~3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect~~ The Class PEZ Certificates will be entitled to ~~each Mortgage Loan and Serviced Companion Loan,~~ receive the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance sum of the ~~Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date:~~ interest distributable on the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case percentage interests of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E B and Class ~~TCRR Certificates (together with~~ C Regular Interests represented by the Class ~~A-AB~~ PEZ Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class A-5 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~December 18, 2019 CERTIFICATE OF AUTHENTICATION This is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~December 18, ~~0000 XXXXXXXX~~2019 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number ~~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 XXXXXXX X-0 XXXXXXXXX 0000-X00 XXXXXXXX TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS A-AB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-~~B12~~ B15 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-~~B12~~B15, CLASS A-AB Pass-Through Rate: ~~3.0416~~2.8590% per annum First Distribution Date: ~~September~~ January 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in ~~August~~ December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to ~~August~~ December 2019, the date that would have been its Due Date in ~~August~~ December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $~~22,612,000~~ 24,285,000 Scheduled Final Distribution Date: the Distribution Date in ~~January~~ May 2029 CUSIP: ~~08162F AF0~~ 08160K AF1 Initial Certificate Balance of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US08160KAF12 Common Code: ~~204106649~~ 209600145 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on ~~commercial,~~ commercial and multifamily ~~and manufactured housing community~~ properties ~~and the Trust Subordinate Companion Loans~~ held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) ~~and the Trust Subordinate Companion Loans~~ are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F~~-RR~~, Class G-RR, Class J-RR, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ VRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ January 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ C Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ C Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ C Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ C Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ C Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-12 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ D [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ D Pass-Through Rate: ~~3.0416~~3.110% per annum First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ D Certificates: $~~22,612,000~~ 65,713,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V AA34 U1745E AA25 17323V AB16 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAA357 USU1745EAA208 US17323VAB189 Common Code: ~~204106649~~ 122100685 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class CPEZ, Class ~~X-B~~C, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, 4 For Rule 144A Certificates 5 For Regulation S Certificates 6 For IAI Certificates 7 For Rule 144A Certificates 8 For Regulation S Certificates 9 For IAI Certificates Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-AB Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 26, ~~2019~~ 2020 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-AB Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 26, ~~0000 XXXXXXXX~~2020 CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-AB Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-AB Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-AB Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-6 CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-~~X00 XXXXXXXX TRUST~~ GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AX-AB A [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ DEPOSITOR, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ~~ANY~~ THE COMPANION LOAN ~~HOLDER~~ HOLDERS (OR ~~ITS REPRESENTATIVE~~THEIR REPRESENTATIVES), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING~~ REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-4, CLASS A-5, CLASS A-AB AND ~~SERVICING AGREEMENT~~CLASS A-S CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-GC46 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2020-~~B12~~GC46, CLASS AX-AB A Pass-Through Rate: ~~3.0416% per annum~~ Variable IO3 First Distribution Date: ~~September~~ March 17, ~~2019~~ 2020 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ February 2020 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date subsequent to ~~August 2019~~February 2020, the date that would have been its Due Date in ~~August 2019~~ February 2020 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial ~~Certificate Balance~~ Notional Amount of the Class AX-AB A Certificates: $~~22,612,000~~ 961,261,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ February 2030 CUSIP: ~~08162F AF0~~ 17328R BE8 Initial ~~Certificate Balance~~ Notional Amount of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.US17328RBE80

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ X-G Certificate to be duly executed. ~~CITIBANK~~COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~February 28, ~~2019~~ 2022 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ X-G Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~February 28, ~~0000 XXXXXXXX~~2022 COMPUTERSHARE TRUST COMPANY, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ X-G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ X-G Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ X-G Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ X-G Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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~~ .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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-15 BMO 2022-~~X00 XXXXXXXX~~ C1 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2022-~~B12~~C1, CLASS AX-AB H [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. ~~PRINCIPAL PAYMENTS IN RESPECT~~ THE NOTIONAL AMOUNT OF THIS CERTIFICATE ~~ARE DISTRIBUTABLE AS SET FORTH~~ WILL BE REDUCED IN CONNECTION WITH THE ~~POOLING AND SERVICING AGREEMENT~~REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES. ACCORDINGLY, THE ~~OUTSTANDING CERTIFICATE BALANCE~~ NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL ~~CERTIFICATE BALANCE~~ NOTIONAL AMOUNT SET FORTH BELOW. THIS CLASS X-H CERTIFICATE ~~REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)~~ WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. THIS CERTIFICATE HAS NOT BEEN AND ~~860D~~ WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF ~~THE INTERNAL REVENUE CODE OF 1986~~1933, AS AMENDED. 11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-B12, CLASS A-AB Pass-Through Rate: 3.0416% per annum First Distribution Date: September 17, 2019 Cut-Off Date: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in August 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable AMENDED (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to August 2019, the date that would have been its Due Date in August 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate Balance of the Class A-AB Certificates: $22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029 CUSIP: 08162F AF0 Initial Certificate Balance of this Certificate: $[_____] ISIN: US08162FAF09 Common Code: 204106649 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and the Trust Subordinate Companion Loans held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the THE “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing AgreementSECURITIES ACT”), ~~between Citigroup Commercial Mortgage Securities Inc.~~OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, ~~as Depositor~~BY PURCHASING THIS CERTIFICATE, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.AGREES THAT THIS

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ G Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ G Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ G Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ G Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ G Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ G Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-17 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ H [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ H Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate4 First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ H Certificates: $~~22,612,000~~ 39,148,505 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V AJ45 U1745E AE46 17323V AK17 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAJ448 USU1745EAE429 US17323VAK1710 Common Code: ~~204106649~~ 122103994 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G, 4 The initial approximate Pass-~~RR,~~ Through Rate as of the Closing Date is 4.156% per annum. 5 For Rule 144A Certificates 6 For Regulation S Certificates 7 For IAI Certificates 8 For Rule 144A Certificates 9 For Regulation S Certificates 10 For IAI Certificates Class ~~J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ H Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-2 Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-2 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-2 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-2 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-2 Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-3 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ A-3 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]5 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]6 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 5 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 6 Global Certificate legend. ~~BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ A-3 Pass-Through Rate: ~~3.0416~~2.935% per annum First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ A-3 Certificates: $~~22,612,000~~ 220,000,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ March 2025 CUSIP: ~~08162F AF0~~ 17323V AY1 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAY11 Common Code: ~~204106649~~ 122025560 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class ~~A-3, Class~~ A-4, Class ~~A-5~~A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class ~~X-B~~D, Class X-D, Class ~~D, Class~~ E, Class F~~-RR~~, Class G~~-RR~~, Class ~~J-RR~~H, Class ~~R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ S Certificates (together with the Class ~~A-AB~~ A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of ~~August~~ April 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between~~ by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a as Special Servicer, ~~Pacific Life Insurance Company~~Situs Holdings, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating ~~Advisor~~ Advisor, Deutsche Bank Trust Company Americas, as Trustee, and ~~Asset Representations Reviewer,~~ Citibank, N.A., as Certificate Administrator~~, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in ~~September 2019~~ May 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class ~~A-AB~~ A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ E Certificate to be duly executed. CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8~~April 15, ~~2019~~ 2015 CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ E Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~Xxxxx 00, 0000 XXXXXXXX, N.A., not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ _______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ E Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ E Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ E Certificate to the following address: Date: ~~_________________~~ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX 0000~~EXHIBIT A-15 CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-~~X00 XXXXXXXX TRUST~~ GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ F [THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]2 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]3 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE ~~UNDERWRITERS~~ INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES. 1 Temporary Regulation S Global Certificate legend. 2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 3 Global Certificate legend. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ~~11 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 Global Certificate legend. BENCHMARK 2019-B12~~ CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC29 COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~GC29, CLASS ~~A-AB~~ F Pass-Through Rate: ~~3.0416% per annum~~ The WAC Rate4 First Distribution Date: ~~September 17~~May 12, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ April 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in May 2015, the date that would have been its Due Date in ~~August 2019~~ April 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a Monthly Payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ F Certificates: $~~22,612,000~~ 11,185,000 Scheduled Final Distribution Date: the Distribution Date in ~~January 2029~~ April 2025 CUSIP: ~~08162F AF0~~ 17323V AE55 U1745E AC86 17323V AF27 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[_____] ISIN: ~~US08162FAF09~~ US17323VAE568 USU1745EAC859 US17323VAF2210 Common Code: ~~204106649~~ 122101851 No.: [1] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5, Class X-A, Class~~ A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E and Class TCRR Certificates (together with the Class A-AB Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and a Special Servicer, Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to The Centre Loan Combination, as a Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduitAB,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in September 2019 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 6 contracts

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-3 Certificate to be duly executed. ~~CITIBANK~~WXXXX FARGO BANK, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8, 2019~~ ______________ CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-3 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~______________ WXXXX FARGO BANK, ~~0000 XXXXXXXX, N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _______________________________~~____~~_ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-3 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-3 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-3 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 ~~XXXXXXX X-0 XXXXXXXXX~~ XXXXX 0000-~~X00 XXXXXXXX TRUST~~ X0 XXXXXXXXXX MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~C3, CLASS ~~A-AB~~ A-4 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019~~XXXXX 0000-~~B12~~ X0 XXXXXXXXXX MORTGAGE ~~TRUST~~ TRUST, COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~C3, CLASS ~~A-AB~~ A-4 Pass-Through Rate: ~~3.0416~~3.7182% ~~per annum~~ First Distribution Date: September 17, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ August, 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in September, 2015, the date that would have been its Due Date in ~~August 2019~~ August, 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a ~~Monthly Payment~~ monthly payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class ~~A-AB~~ A-4 Certificates: $~~22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029~~ 502,390,000 CUSIP: ~~08162F AF0~~ 12635F AT1 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $[~~_____~~500,000,000][2,390,000] ISIN: ~~US08162FAF09~~ US12635FAT12 Common Code: ~~204106649~~ 127945519 No.: [1A-4-1][A-4-2] This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class ~~A-AB~~ A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master ~~Servicer and the Special~~ Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class ~~A-4, Class A-5~~A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class ~~X-B, Class X-D, Class~~ D, Class E, Class F~~-RR~~, Class ~~G-RR~~NR, Class ~~J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ Z Certificates (together with the Class ~~A-AB~~ A-4 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between Citigroup Commercial~~ by and among Credit Suisse First Boston Mortgage Securities ~~Inc.~~Corp., as Depositor, Wxxxx Fargo Bank, National Association, as Certificate Administrator, Wxxxx Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate~~ and Rialto Capital Advisors, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer~~, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the ~~Determination Date in~~ determination date of each month, commencing in September ~~2019~~ 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, ~~with respect~~ allocable to the Class ~~A-AB~~ A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to ~~a share of~~ Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)

IN WITNESS WHEREOF. the Certificate Administrator has caused this Class ~~A-5~~ A-4 Certificate to be duly executed. ~~CITIBANK~~WXXXX FARGO BANK, ~~N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator By: Authorized Signatory Dated: ~~August 8, 2019~~ ______________ CERTIFICATE OF AUTHENTICATION This is one of the Class ~~A-5~~ A-4 Certificates referred to in the Pooling and Servicing Agreement. Dated: ~~Xxxxxx 0~~______________ WXXXX FARGO BANK, ~~0000 XXXXXXXX, N.A.~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _______________________________~~____~~_ ~~______________________________~~(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. I (we) further direct the Certificate Registrar to issue a new Class ~~A-5~~ A-4 Certificate of the entire Percentage Interest represented by the within Class ~~A-5~~ A-4 Certificates to the above-named Assignee(s) and to deliver such Class ~~A-5~~ A-4 Certificate to the following address: Date: _________________ Signature by or on behalf of Assignor(s) Taxpayer Identification Number 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 XXXXXXX X-0 ~~XXXXXXXXX~~ XXXXX 0000-~~X00 XXXXXXXX TRUST~~ X0 XXXXXXXXXX MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~C3, CLASS A-AB SB [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST ~~HEREIN.]11~~ HEREIN.]1 [TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO ~~BELOW.]12~~ BELOW.]2 THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE ~~DEPOSITOR OR ANY OTHER PARTY TO~~ MASTER SERVICER, THE ~~POOLING AND SERVICING AGREEMENT REFERRED TO BELOW~~SPECIAL SERVICER, ~~ANY DIRECTING HOLDER~~THE TRUSTEE, ~~ANY CONSULTING PARTY~~THE CERTIFICATE ADMINISTRATOR, ~~ANY~~ THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN ~~HOLDER (OR ITS REPRESENTATIVE)~~HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER. PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE ~~BALANCE~~ PRINCIPAL AMOUNT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 11 1 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 12 2 Global Certificate legend. ~~BENCHMARK 2019~~XXXXX 0000-~~B12~~ X0 XXXXXXXXXX MORTGAGE ~~TRUST~~ TRUST, COMMERCIAL MORTGAGE PASS-THROUGH ~~CERTIFICATES,~~ CERTIFICATES SERIES ~~2019~~2015-~~B12~~C3, CLASS A-AB SB Pass-Through Rate: ~~3.0416~~3.4481% ~~per annum~~ First Distribution Date: September 17, ~~2019~~ 2015 Cut-Off Date: With respect to each Mortgage ~~Loan and Serviced Companion~~ Loan, the Due Date in ~~August 2019~~ August, 2015 for that Mortgage Loan ~~or Serviced Companion Loan, as applicable~~ (or, in the case of any Mortgage Loan ~~or Serviced Companion Loan~~ that has its first Due Date ~~subsequent to August 2019~~in September, 2015, the date that would have been its Due Date in ~~August 2019~~ August, 2015 under the terms of that Mortgage Loan ~~or Serviced Companion Loan, as applicable,~~ if a ~~Monthly Payment~~ monthly payment were scheduled to be due in that month). Aggregate Initial Certificate ~~Balance~~ Principal Amount of the Class A-AB SB Certificates: $~~22,612,000 Scheduled Final Distribution Date: the Distribution Date in January 2029~~ 82,627,000 CUSIP: ~~08162F AF0~~ 12635F AU8 Initial Certificate ~~Balance~~ Principal Amount of this Certificate: $~~[_____~~[ ] ISIN: ~~US08162FAF09~~ US12635FAU84 Common Code: ~~204106649~~ 127945527 No.: ~~[1]~~ A-SB-1 This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and ~~the Trust Subordinate Companion Loans~~ held in trust by the Trustee ~~and, other than in the case of the Outside Serviced Mortgage Loans,~~ and serviced by the Master ~~Servicer and the Special~~ Servicer. The Trust Fund was created, and the Mortgage ~~Loans (other than the Outside Serviced Mortgage Loans) and the Trust Subordinate Companion~~ Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class ~~A-5~~X-A, Class X-AB, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class ~~X-B, Class X-D, Class~~ D, Class E, Class F~~-RR~~, Class ~~G-RR~~NR, Class ~~J-RR, Class R, Class S, Class VRR, Class WM-A, Class WM-B, Class WM-C, Class WMRR, Class TC-A, Class TC-B, Class TC-C, Class TC-D, Class TC-E~~ R and Class ~~TCRR~~ Z Certificates (together with the Class A-AB SB Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of August 1, ~~2019~~ 2015 (the “Pooling and Servicing Agreement”), ~~between Citigroup Commercial~~ by and among Credit Suisse First Boston Mortgage Securities ~~Inc.~~Corp., as Depositor, Wxxxx Fargo Bank, National Association, as Certificate Administrator, Wxxxx Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor, Midland Loan Services, a Division of PNC Bank, National Association, as Master ~~Servicer and a Special~~ Servicer, ~~Pacific Life Insurance Company, solely with respect to the Woodlands Mall Loan Combination, as a Special Servicer, Trimont Real Estate~~ and Rialto Capital Advisors, LLC, ~~solely with respect to The Centre Loan Combination,~~ as a Special Servicer~~, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee~~. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the ~~Certificates,~~ Certificates or the Mortgage ~~Loans or the Trust Subordinate Companion~~ Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate), on the 4th Business Day following the ~~Determination Date in~~ determination date of each month, commencing in September ~~2019~~ 2015 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, ~~with respect~~ allocable to the Class A-AB SB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to ~~a share of~~ Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.

Appears in 5 contracts

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