CCRE COMMERCIAL MORTGAGE SECURITIES, L.P., Depositor, KEYBANK NATIONAL ASSOCIATION, Master Servicer, LNR PARTNERS, LLC, TRIMONT REAL ESTATE ADVISORS, LLC and KEYBANK NATIONAL ASSOCIATION, each as a Special Servicer as described herein, CITIBANK, N.A.,...

Exhibit 4.1

EXECUTION VERSION

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

KEYBANK NATIONAL ASSOCIATION,
Master Servicer,

LNR PARTNERS, LLC,
TRIMONT REAL ESTATE ADVISORS, LLC and
KEYBANK NATIONAL ASSOCIATION,
each as a Special Servicer as described herein,

CITIBANK, N.A.,
Trustee,

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

PARK BRIDGE LENDER SERVICES LLC,
Operating Advisor,

and

PARK BRIDGE LENDER SERVICES LLC,
Asset Representations Reviewer

POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2019

CF 2019-CF1 Mortgage Trust
Commercial Mortgage Pass-Through Certificates,
Series 2019-CF1

Table of Contents

		Page
ARTICLE I

DEFINITIONS

Section 1.01	Defined Terms	9
Section 1.02	Certain Calculations	145
Section 1.03	Certain Constructions	149
Section 1.04	Certain Matters Relating to the Non-Serviced Mortgage Loans	150

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOAN;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans and Trust Subordinate Companion Loan; Assignment of Mortgage Loan Purchase Agreements	151
Section 2.02	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under Loan Agreements.	158
Section 2.03	Acceptance by Custodian and the Trustee	158
Section 2.04	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	161
Section 2.05	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer	178
Section 2.06	Execution and Delivery of Certificates; Issuance of Trust Subordinate Loan Regular Interests and Lower-Tier Regular Interests	186
Section 2.07	Miscellaneous REMIC and Grantor Trust Provisions	187

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Trust Subordinate Companion Loan and the Serviced Companion Loans	188
Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	194
Section 3.03	Collection of Mortgage Loan and Serviced Companion Loan Payments	194
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	195
Section 3.05	Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Custodial Accounts	198
Section 3.06	Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Custodial Accounts and the Distribution Accounts; Trust Ledger	206

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Table of Contents (continued)

		Page

Section 3.07	Investment of Funds in the Collection Accounts, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	231
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	233
Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements;Defeasance Provisions	238
Section 3.10	Appraisals; Realization upon Defaulted Loans	245
Section 3.11	Custodian to Cooperate; Release of Mortgage Files	252
Section 3.12	Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation	253
Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	262
Section 3.14	Access to Certain Documentation	269
Section 3.15	Title and Management of REO Properties and REO Accounts	278
Section 3.16	Sale of Specially Serviced Loans and REO Properties	283
Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer;Inspections	288
Section 3.18	Authenticating Agent	291
Section 3.19	Appointment of Custodians	292
Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	293
Section 3.21	Servicing Advances	293
Section 3.22	Appointment and Replacement of Special Servicer	298
Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	305
Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	312

Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	313
Section 3.26	Modification, Waiver, Amendment and Consents	314
Section 3.27	Certain Intercreditor Matters Relating to the Serviced Whole Loans	321
Section 3.28	Directing Holder Contact with the Master Servicer and the Special Servicer	325
Section 3.29	Controlling Class Certificateholders, the Controlling Class Representative and the Risk Retention Consultation Party; Certain Rights and Powers of the Directing Holder and the Risk Retention Consultation Party	325
Section 3.30	Rating Agency Confirmation	329
Section 3.31	Appointment and Duties of the Operating Advisor.	332
Section 3.32	Delivery of Excluded Information to the Certificate Administrator	340
Section 3.33	Trust Subordinate Companion Loan	340
Section 3.34	Litigation Control	341

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Table of Contents (continued)

		Page

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	345
Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	359
Section 4.03	Compliance with Withholding Requirements	373
Section 4.04	REMIC Compliance	373
Section 4.05	Imposition of Tax on the Trust Fund	376
Section 4.06	Remittances	377
Section 4.07	P&I Advances	378
Section 4.08	Appraisal Reductions; Collateral Deficiency Amounts	385
Section 4.09	Grantor Trust Reporting	389
Section 4.10	Secure Data Room	390

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	391
Section 5.02	Registration, Transfer and Exchange of Certificates	396
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	407
Section 5.04	Appointment of Paying Agent	407
Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	408
Section 5.06	Actions of Certificateholders	409
Section 5.07	Rule 144A Information	409
Section 5.08	Voting Procedures	409

ARTICLE VI

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

Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	411
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating Advisor	411
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	412
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor	415

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TABLE OF CONTENTS (continued)

		Page

Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	417
Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	418
Section 6.07	The Directing Holder and the Risk Retention Consultation Party	418
Section 6.08	Rights of Non-Directing Holders	423

ARTICLE VII

SERVICER AND OPERATING ADVISOR TERMINATION

Section 7.01	Servicer Termination Events	424
Section 7.02	Trustee to Act; Appointment of Successor	432
Section 7.03	Notification to Certificateholders and Other Persons	433
Section 7.04	Other Remedies of Trustee	434
Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	434
Section 7.06	Trustee as Maker of Advances	435
Section 7.07	Termination of the Operating Advisor	435

ARTICLE VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of Trustee and Certificate Administrator	438
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	441
Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	443
Section 8.04	Trustee and Certificate Administrator May Own Certificates	445
Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses;Indemnification	445
Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	448
Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	449
Section 8.08	Successor Trustee and Certificate Administrator	451
Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	452
Section 8.10	Appointment of Co-Trustee or Separate Trustee	452

ARTICLE IX

TERMINATION

Section 9.01	Termination	454

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	462

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TABLE OF CONTENTS (continued)

		Page

Section 10.02	Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	463
Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	465
Section 10.04	Information to be Provided by the Trustee	465
Section 10.05	Filing Obligations	466
Section 10.06	Form 10-D and ABS-EE Filings	467
Section 10.07	Form 10-K Filings	472
Section 10.08	Xxxxxxxx-Xxxxx Certification	476
Section 10.09	Form 8-K Filings	477
Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings;Amendments to Exchange Act Reports	478
Section 10.11	Annual Compliance Statements	479
Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	480
Section 10.13	Annual Independent Public Accountants’ Servicing Report	483
Section 10.14	Exchange Act Reporting Indemnification	484
Section 10.15	Amendments	487
Section 10.16	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	487
Section 10.17	Termination of the Certificate Administrator	488

ARTICLE XI

THE ASSET REPRESENTATIONS REVIEWER

Section 11.01	Asset Review	489
Section 11.02	Payment of Asset Representations Reviewer Fees and Expenses;Limitation of Liability	495
Section 11.03	Resignation of the Asset Representations Reviewer	497
Section 11.04	Restrictions of the Asset Representations Reviewer	497
Section 11.05	Termination of the Asset Representations Reviewer	497

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01	Counterparts	500
Section 12.02	Limitation on Rights of Certificateholders	501
Section 12.03	Governing Law	502
Section 12.04	Waiver of Jury Trial; Consent to Jurisdiction	502
Section 12.05	Notices	502
Section 12.06	Severability of Provisions	510
Section 12.07	Notice to the Depositor and Each Rating Agency	510
Section 12.08	Amendment	513
Section 12.09	Confirmation of Intent	518

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TABLE OF CONTENTS (continued)

		Page

Section 12.10	No Intended Third-Party Beneficiaries	518
Section 12.11	Entire Agreement	518
Section 12.12	Third Party Beneficiaries	519

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TABLE OF EXHIBITS

Exhibit A-1	Form of Class A-1 Certificate
Exhibit A-2	Form of Class A-2 Certificate
Exhibit A-3	Form of Class A-SB Certificate
Exhibit A-4	Form of Class A-3 Certificate
Exhibit A-5	Form of Class A-4 Certificate
Exhibit A-6	Form of Class A-5 Certificate
Exhibit A-7	Form of Class X-A Certificate
Exhibit A-8	Form of Class X-B Certificate
Exhibit A-9	Form of Class A-S Certificate
Exhibit A-10	Form of Class B Certificate
Exhibit A-11	Form of Class C Certificate
Exhibit A-12	Form of Class D Certificate
Exhibit A-13	Form of Class E Certificate
Exhibit A-14	Form of Class F Certificate
Exhibit A-15	Form of Class G Certificate
Exhibit A-16	Form of Class X-D Certificate
Exhibit A-17	Form of Class X-F Certificate
Exhibit A-18	Form of Class X-G Certificate
Exhibit A-19	Form of Class S Certificate
Exhibit A-20	Form of Class R Certificate
Exhibit A-21	Form of Class NR-RR Certificate
Exhibit A-22	Form of Class 65A Certificate
Exhibit A-23	Form of Class 65B Certificate
Exhibit A-24	Form of Class 65C Certificate
Exhibit A-25	Form of Class 65D Certificate
Exhibit A-26	Form of Class 65E Certificate
Exhibit A-27	Form of Class 65RR Certificate
Exhibit A-28	Form of Class 65X1 Certificate
Exhibit A-29	Form of Class 65X2 Certificate
Exhibit B	Mortgage Loan Schedule
Exhibit C-1	Form of Transferee Affidavit
Exhibit C-2	Form of Transferor Letter
Exhibit D-1	Form of Investment Representation Letter
Exhibit D-2	Form of ERISA Representation Letter
Exhibit D-3	Form of Transferee Certificate for Transfer of Class 65RR Certificates
Exhibit D-4	Form of Transferor Certificate for Transfer of Class 65RR Certificates
Exhibit E	Form of Request for Release
Exhibit F	Securities Legend
Exhibit G	Form of Regulation S Transfer Certificate
Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period

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Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
Exhibit K	Form of Distribution Date Statement
Exhibit L-1A	Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Controlling Class Representative, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
Exhibit L-1B	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit L-1C	Form of Investor Certification for Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit L-1D	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
Exhibit L-1E	Form of Notice of Excluded Controlling Class Holder
Exhibit L-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
Exhibit L-1G	Form of Certification of the Controlling Class Representative
Exhibit L-1H	Form of Certification of the Risk Retention Consultation Party
Exhibit L-1I	Form of Certification of the 65 Broadway Controlling Class Representative
Exhibit L-2	Form of Financial Market Publisher Certification
Exhibit M	Form of Notification from Custodian
Exhibit N-1	Form of Closing Date Custodian Certification
Exhibit N-2	Form of Post-Closing Custodian Certification
Exhibit O	Form of Trustee Backup Certification
Exhibit P	Form of Custodian Backup Certification
Exhibit Q	Form of Certificate Administrator Backup Certification
Exhibit R	Form of Operating Advisor Backup Certification
Exhibit S	Form of Asset Representations Reviewer Backup Certification
Exhibit T	Form of Master Servicer Backup Certification
Exhibit U	Form of Special Servicer Backup Certification
Exhibit V	Form of Sub-Servicer Backup Certification
Exhibit W	Form of Sarbanes Oxley Certification
Exhibit X	Mortgage Loan Seller Sub-Servicers
Exhibit Y	List of Mortgage Loans for the purpose of clause (c) of the definition of “Special Servicer Decision”
Exhibit Z	Form of NRSRO Certification
Exhibit AA-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit AA-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit BB-1	Form of Operating Advisor General Annual Report
Exhibit BB-2	Form of Operating Advisor 65 Broadway Annual Report
Exhibit CC	Additional Disclosure Notification
Exhibit DD	Form of Power of Attorney to the Master Servicer and Special Servicer
Exhibit EE	Form of Non-Serviced Mortgage Loan Notification
Exhibit FF	Additional Disclosure Notification (Accounts)

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Exhibit GG	Form of Additional Indebtedness Notification
Exhibit HH	Asset Review Report
Exhibit II	Asset Review Report Summary
Exhibit JJ	Asset Review Procedures
Exhibit KK	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
Exhibit LL	Form of Notice of [Additional Delinquent Loan] [Cessation of Delinquent Loan] [Cessation of Asset Review Trigger]
Exhibit MM	Form of Certificate Administrator Receipt in Respect of Class 65RR Certificates in Retained Interest Safekeeping Account

-ix-

TABLE OF SCHEDULES

Schedule I	Directing Holders
Schedule II	Servicing Criteria to be Addressed in Assessment of Compliance
Schedule III	Class A-SB Planned Principal Balance Schedule
Schedule IV	Additional Form 10-D Disclosure
Schedule V	Additional Form 10-K Disclosure
Schedule VI	Form 8-K Disclosure Information
Schedule VII	Initial Serviced Companion Loan Noteholders
Schedule VIII	Contact Information for the Other 17g-5 Information Provider

-x-

Pooling and Servicing Agreement, dated as of April 1, 2019, between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association, as Master Servicer and, solely with respect to the Irving Market Center Mortgage Loan, a Special Servicer, LNR Partners, LLC, as a Special Servicer, Trimont Real Estate Advisors, LLC, solely with respect to the 65 Broadway Whole Loan, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A., as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge Lender LLC, as Asset Representations Reviewer.

PRELIMINARY STATEMENT:

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

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

Trust Subordinate Companion Loan REMIC

The Trust Subordinate Companion Loan REMIC will hold the Trust Subordinate Companion Loan and certain other related assets subject to this Agreement, and will issue (i) the Class L65A, Class L65B, Class L65C, Class L65D, Class L65E and Class L65RR Interests, which are designated as classes of “regular interests” in the Trust Subordinate Companion Loan REMIC (the “Trust Subordinate Companion Loan Regular Interests”), and (ii) the Trust Subordinate Companion Loan Residual Interest, which is designated as the sole class of “residual interests” in the Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates.

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

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

Designation of Trust Subordinate Companion Loan Regular Interest	Pass-Through Rate	Original Trust Subordinate Companion Loan REMIC Principal Balance
Class L65A	⁽¹⁾	$	15,698,000
Class L65B	⁽¹⁾	$	10,481,000
Class L65C	⁽¹⁾	$	14,240,000
Class L65D	⁽¹⁾	$	13,784,000
Class L65E	⁽¹⁾	$	35,597,000
Class L65RR	⁽¹⁾	$	6,200,000

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

The Trust Subordinate Companion Loan Residual Interest will not have a Trust Subordinate Companion Loan REMIC Principal Balance, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges. Any 65 Broadway Available Funds remaining in the Trust Subordinate Companion Loan REMIC Distribution Account after all distributions deemed made on the Trust Subordinate Companion Loan Regular Interests on any Distribution Date will be payable to the Holders of the Class R Certificates in respect of the Trust Subordinate Companion Loan Residual Interest.

Lower-Tier REMIC

The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and certain other related assets subject to this Agreement, and will issue (i) the Class XX-0, Xxxxx XX-0, Class LA-SB, Class LA-3, Class LA-4, Class LA-5, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR-RR Interests, which are designated as classes of “regular interests” in the Lower-Tier REMIC (the “Lower-Tier Regular Interests”), and (ii) the Lower-Tier Residual Interest, which is designated as the sole class of “residual interests” in the Lower-Tier REMIC and is represented by the Class R Certificates. The Lower-Tier REMIC will not hold the Trust Subordinate Companion Loan or interests in the Trust Subordinate Companion Loan REMIC.

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

Designation of Lower-Tier Regular Interest	Pass-Through Rate	Original Lower- Tier Principal Balance
Class LA-1	(1)	$	9,039,000
Class LA-2	(1)	$	47,743,000
Class LA-SB	(1)	$	18,934,000
Class LA-3	(1)	$	50,595,000
Class LA-4	(1)	$	154,167,000
Class LA-5	(1)	$	182,897,561

- 2 -

LA-S	(1)	$	60,404,315
LB	(1)	$	32,270,798
LC	(1)	$	30,615,885
LD	(1)	$	19,031,496
LE	(1)	$	14,066,759
LF	(1)	$	13,239,301
LG	(1)	$	6,619,651
LNR-RR	(1)	$	22,341,322


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

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

Upper Tier REMIC

The Upper-Tier REMIC will hold the Trust Subordinate Companion Loan Regular Interests, the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (i) the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class 65A, Class 65B, Class 65C, Class 65D, Class 65E, Class 65RR, Class 65X1 and Class 65X2 Certificates, which are designated as classes of “regular interests” in the Upper-Tier REMIC and (ii) the Upper-Tier Residual Interest, which is designated as the sole class of “residual interests” in the Upper-Tier REMIC, and is represented by the Class R Certificates.

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

Class Designation	Initial Certificate Balance or Notional Amount			Approximate Initial Pass-Through Rate (per annum)
Class A-1	$	9,039,000			2.8546	%
Class A-2	$	47,743,000			3.6234	%
Class A-SB	$	18,934,000			3.6602	%
Class A-3	$	50,595,000			3.8356	%
Class A-4	$	154,167,000			3.5230	%
Class A-5	$	182,897,561			3.7857	%
Class X-A	$	463,375,561	⁽¹⁾		1.1448	%
Class X-B	$	123,290,998	⁽¹⁾		0.6609	%
Class X-D	$	33,098,255	⁽¹⁾		1.8085	%
Class X-F	$	13,239,301	⁽¹⁾		1.3085	%

- 3 -

Class X-G	$	6,619,651	⁽¹⁾	1.3085	%
Class A-S	$	60,404,315		4.0273	%
Class B	$	32,270,798		4.1784	%
Class C	$	30,615,885		4.3524	%
Class D	$	19,031,496		3.0000	%
Class E	$	14,066,759		3.0000	%
Class F	$	13,239,301		3.5000	%
Class G	$	6,619,651		3.5000	%
Class NR-RR	$	22,341,322		4.8085	%
Class 65A	$	15,698,000		4.4114	%
Class 65B	$	10,481,000		4.1396	%
Class 65C	$	14,240,000		4.1226	%
Class 65D	$	13,784,000		4.6602	%
Class 65E	$	35,597,000		4.9108	%
Class 65RR	$	6,200,000		4.9108	%
Class 65X1	$	26,179,000	⁽¹⁾	0.6082	%
Class 65X2	$	28,024,000	⁽¹⁾	0.5237	%

(1) The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class 65X1 and Class 65X2 Certificates do not have Certificate Balances; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.

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

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

Class Designation	Corresponding Lower-Tier Regular Interests or Corresponding Trust Subordinate Companion Loan Regular Interests⁽¹⁾	Corresponding Component⁽¹⁾
Class X-0	XX-0	XX-0
Xxxxx X-0	XX-0	XX-0
Class X-XX	XX-XX	XX-XX

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Class X-0	XX-0	XX-0
Xxxxx X-0	XX-0	XX-0
Class X-0	XX-0	XX-0
Class A-S	LA-S	XA-S
Class B	LB	XB
Class C	LC	XC
Class D	LD	XD
Class E	LE	XE
Class F	LF	XF
Class G	LG	XG
Class NR-RR	LNR-RR	N/A
Class 65A	L65A	X65A
Class 65B	L65B	X65B
Class 65C	L65C	X65C
Class 65D	L65D	X65D
Class 65E	L65E	N/A
Class 65RR	L65RR	N/A

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

Grantor Trust

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

Risk Retention

Pooled Certificates

Starwood Mortgage Capital LLC is the “retaining sponsor” (as defined in the Credit Risk Retention Rules) for the securitization transaction constituted by the securitization of the Mortgage Loans and the issuance of the Pooled Certificates. Starwood Conduit CMBS Vertical Risk Retention I LLC, a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Starwood Mortgage Capital LLC, is purchasing from the Underwriters or the Initial Purchasers, as the case may be, Pooled Certificates representing at least 3.916% of the Certificate Balance or the Notional Amount, as applicable, of each Class of Pooled Regular Certificates, and at least a 3.916% Percentage Interest in the Class S Certificates (collectively, the “VRR Interest”).

Starwood CMBS Horizontal Retention CF 2019-CF1 LLC, another “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Starwood Mortgage Capital LLC, is purchasing from the Initial Purchasers the remaining portion of the Class NR-RR

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Certificates (in general, all of the Class NR-RR Certificates minus the portion thereof that constitutes part of the VRR Interest) with an initial Certificate Balance of $21,466,000 (the “HRR Interest”).

Loan-Specific Certificates

Cantor Commercial Real Estate Lending, L.P. will be the “retaining sponsor” (as such term is defined in the Credit Risk Retention Rules) (the “65 Broadway Retaining Sponsor”) for the securitization transaction constituted by the securitization of the Trust Subordinate Companion Loan and the issuance of the Loan-Specific Certificates. The 65 Broadway Retaining Sponsor will satisfy its risk retention requirements under the Credit Risk Retention Rules with respect to such securitization by a third party purchaser (the “65 Broadway Retaining Third Party Purchaser”), which will be CRE Fund Investments III LLC, a Delaware limited liability company, which entity’s equity owner is advised by Shelter Growth Capital Partners LLC, purchasing, on the Closing Date for cash, and holding for its own account an “eligible horizontal residual interest” (as defined in the Credit Risk Retention Rules) that will consist of the Class 65RR Certificates having a fair value equal to at least 5.0% of the aggregate fair value of all Loan-Specific Certificates, as of the Closing Date.

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Whole Loans

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

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Loan No.	Whole Loan	Type	Non-Serviced PSA	Non-Serviced Primary Servicing Fee Rate	Date of Co-Lender Agreement	Mortgage Loan	Pari Passu Companion Loans(s)	Subordinate Companion Loan(s)	Control Note
2	0 Xxxxxxxx Xxxxxx	Non-Serviced	Benchmark 2019-B10 PSA	0.00250%	March 13, 2019	Notes A-2-2, A-2-3	Notes X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, A-1-7, X-0-0, X-0-0, X-0-0X, X-0-0X	Xxxxx X-0, X-0	Note B-1⁽¹⁾
3	SSTII Self Storage Portfolio II	Servicing Shift⁽²⁾	N/A⁽³⁾	0.01000%	March 14, 2019	Notes X-0, X-0 xxx X-0	Xxxx X-0	X/X	Note A-1
4	65 Broadway	Serviced	N/A	N/A	April 5, 2019	Note A-1	Note A-2	Note B⁽⁴⁾	Note B⁽⁴⁾
5	Fairfax Multifamily Portfolio	Non-Serviced	CFK 2019-FAX TSA	0.00125%	February 6, 2019	Notes X-0-X0, X-0-X0, X-0-X0	Notes X-0-X, X-0-X, X-0-X0, X-0-X0	Notes B-1-S, B-2-S	Note A-1-S
6	AC by Marriott San Xxxx	Serviced	N/A	N/A	April 30, 2019	Note A-1	Note A-2	N/A	Note A-1
8	Atrium Two	Serviced	N/A	N/A	April 11, 2019	Note A-2	Note A-1	N/A	Note A-2
14	Xxxxx Multifamily Portfolio	Non-Serviced	MSC 2019-L2 PSA	0.00250%	March 12, 2019	Notes X-0, X-0	Xxxxx X-0, X-0	N/A	Note A-1
17	Shelbourne Global Portfolio II	Non-Serviced	BBCMS 2018-C2 PSA	0.00125%	December 12, 2018	Notes X-0, X-0, X-0	Xxxxx X-0, X-0, X-0	N/A	Note A-1

(1)

With respect to the 0 Xxxxxxxx Xxxxxx Whole Loan, the initial Control Note is Note B-1, so long as no “Control Appraisal Period” (as defined in the related Co-Lender Agreement) has occurred and is continuing. If and for so long as such a “Control Appraisal Period” has occurred and is continuing, then the Control Note will be the Note A-1-1.

(2)

The related Servicing Shift Lead Note is Note A-1. The holder of the related Control Note, KeyBank National Association, will be the Directing Holder with respect to the SSTII Self Storage Portfolio II Mortgage Loan until the securitization of the Controlling Pari Passu Companion Loan in a future securitization transaction.

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(3)

As of the Closing Date, a Servicing Shift Whole Loan will be a Serviced Whole Loan serviced pursuant to this Agreement. On and after the related Servicing Shift Securitization Date, a Servicing Shift Whole Loan will be a Non-Serviced Whole Loan serviced pursuant to the Non-Serviced PSA governing the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note.

(4)

Note B is the Trust Subordinate Companion Loan included in the Trust, which will be the initial Control Note, so long as no 65 Broadway Control Appraisal Period has occurred and is continuing. If and for so long as a 65 Broadway Control Appraisal Period has occurred and is continuing, then the Control Note will be Note A-1, which is also included in the Trust.

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

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

_____________

As of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $661,965,089 and the Trust Subordinate Companion Loan has a Stated Principal Balance equal to approximately $96,000,000.

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

Article I

DEFINITIONS

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

“3 Columbus Circle Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 0 Xxxxxxxx Xxxxxx.

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“65 Broadway Asset-Level Basis”: Only as used in connection with any Operating Advisor 65 Broadway Annual Report, the Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of the 65 Broadway Whole Loan if the 65 Broadway Whole Loan is a Specially Serviced Loan, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance, attestation report, Major Decision Reporting Package with respect to the 65 Broadway Whole Loan, Asset Status Report with respect to the 65 Broadway Whole Loan (after the occurrence and during the continuance of a 65 Broadway Operating Advisor Consultation Event), Final Asset Status Report with respect to the 65 Broadway Whole Loan and other information with respect to the 65 Broadway Whole Loan delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.

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

(a) the aggregate amount of all cash received on the Trust Subordinate Companion Loan and, to the extent allocable to the Trust Subordinate Companion Loan, any related REO Property on deposit in the related Serviced Whole Loan Custodial Account (in each case, exclusive of any amount on deposit in or credited to any portion of the related Serviced Whole Loan Custodial Account that is held for the benefit of the holders of Pooled Certificates, any other Companion Loan Noteholders or is otherwise allocable to the Mortgage Loans) (including any applicable of Loss of Value payments deposited into the Serviced Whole Loan Custodial Account pursuant to Section 3.06(g) of this Agreement), as of the related Master Servicer Remittance Date, exclusive of (without duplication) any portion thereof that represents:

(i) any Periodic Payments and/or Balloon Payments paid by the Borrower with respect to the Trust Subordinate Companion Loan that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period (without regard to grace periods) or that are received subsequent to the related Determination Date;

(ii) all Unscheduled Payments of principal (including Principal Prepayments (together with any related payments of interest allocable to the period following the Due Date for the Trust Subordinate Companion Loan during the related Collection Period)), unscheduled interest, Net Liquidation Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries allocable to the Trust Subordinate Companion Loan received subsequent to the related Determination Date;

(iii) all amounts payable or reimbursable to any Person with respect to the Trust Subordinate Companion Loan from the related Serviced Whole Loan Custodial Account pursuant to clauses (ii) through (ix), inclusive, clauses (xi)

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through (xv), inclusive, and clauses (xvii) and (xviii), inclusive, of Section 3.06(b) of this Agreement or (B) the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to clauses (ii) through (iv), inclusive, of Section 3.06(h) of this Agreement;

(iv) with respect to any Distribution Date occurring in (1) each February and (2) any January occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of the Trust Subordinate Companion Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Net Mortgage Rate, to the extent such amounts are on deposit in the related Serviced Whole Loan Custodial Account;

(v) all Yield Maintenance Charges and Prepayment Premiums with respect to the Trust Subordinate Companion Loan;

(vi) all amounts deposited in the related Serviced Whole Loan Custodial Account in error;

(vii) any Gain-on-Sale Proceeds with respect to the Trust Subordinate Companion Loan deliverable to the Certificate Administrator for deposit in the Gain-on-Sale Reserve Account; and

(ix) all Penalty Charges with respect to the Trust Subordinate Companion Loan retained in the related Serviced Whole Loan Custodial Account pursuant to Section 3.05(g)(vii) of this Agreement;

(b) if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable to the Trust Subordinate Companion Loan on or before the applicable Master Servicer Remittance Date to the related Serviced Whole Loan Custodial Account for such Distribution Date pursuant to Section 3.15(b);

(c) all Compensating Interest Payments made by the Master Servicer with respect to the Trust Subordinate Companion Loan for such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Trust Subordinate Companion Loan for such Distribution Date net of certain amounts that are due or reimbursable to Persons other than the holders of the Loan-Specific Certificates; and

(d) for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts remitted to the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.05(e) of this Agreement.

Notwithstanding the investment of funds held in the related Serviced Whole Loan Custodial Account or the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to

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Section 3.07 of this Agreement, for purposes of calculating the 65 Broadway Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

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

“65 Broadway Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of April 30, 2019, by and between the holder of the 65 Broadway Mortgage Loan, the holder of the Trust Subordinate Companion Loan and the holder of the 65 Broadway Pari Passu Companion Loan, relating to the relative rights of such holders of the 65 Broadway Whole Loan, as the same may be further amended in accordance with the terms thereof.

“65 Broadway Control Appraisal Period”: Shall be deemed to exist with respect to the 65 Broadway Whole Loan, if and for so long as: (a)(1) the initial principal balance of the Trust Subordinate Companion Loan minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Trust Subordinate Companion Loan after the date of creation of the Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amount for the 65 Broadway Whole Loan that is allocated to the Trust Subordinate Companion Loan and (z) any losses realized with respect to any 65 Broadway Mortgaged Property or the 65 Broadway Whole Loan that are allocated to the Trust Subordinate Companion Loan, is less than (b) 25% of the remainder of the (i) initial principal balance of the Trust Subordinate Companion Loan less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the related Companion Loan Noteholder on the Trust Subordinate Companion Loan.

“65 Broadway Control Eligible Certificates”: Any of the Class 65C, Class 65D, Class 65E and Class 65RR Certificates.

“65 Broadway Controlling Class”: As of any date of determination, the most subordinate Class of 65 Broadway Control Eligible Certificates then outstanding that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts and/or Collateral Deficiency Amounts with respect to the 65 Broadway Whole Loan that are allocable to the Trust Subordinate Companion Loan and, in turn, to such Class in accordance with Section 4.08 of this Agreement), equal to at least 25% of the Original Certificate Balance of that Class, or if no Class of 65 Broadway Control Eligible Certificates meets the preceding requirement, the Class 65C Certificates. The 65 Broadway Controlling Class as of the Closing Date will be the Class 65RR Certificates.

“65 Broadway Controlling Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the 65 Broadway Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto.

“65 Broadway Controlling Class Representative”: The 65 Broadway Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the 65 Broadway Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the 65 Broadway Controlling Class Representative has not changed until such parties receive written notice of a replacement of the 65 Broadway Controlling

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Class Representative from a party holding the requisite interest in the 65 Broadway Controlling Class, or the resignation of the then current 65 Broadway Controlling Class Representative. The initial 65 Broadway Controlling Class Representative is CRE Fund Investments III LLC.

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

“65 Broadway Interest Distribution Amount”: With respect to any Distribution Date and each Class of Loan-Specific Certificates, an amount equal to (A) the sum of (i) the 65 Broadway Interest Accrual Amount with respect to such Class of Loan-Specific Certificates for such Distribution Date and (ii) the 65 Broadway Interest Shortfall, if any, with respect to such Class of Loan-Specific Certificates for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to the Trust Subordinate Companion Loan under the terms of the related Co-Lender Agreement that is, in turn, allocable to such Class of Certificates on such Distribution Date.

For purposes of clause (B) above, the applicable Excess Prepayment Interest Shortfall, if any, for each Distribution Date allocated to the Trust Subordinate Companion Loan shall, in turn, be allocated: first, to the Class 65RR Certificates, up to the 65 Broadway Interest Accrual Amount with respect to such Class for such Distribution Date; second, to the Class 65E Certificates, up to the 65 Broadway Interest Accrual Amount with respect to such Class for such Distribution Date; third, to the Class 65D Certificates, up to the 65 Broadway Interest Accrual Amount with respect to such Class for such Distribution Date; fourth, to the Class 65C Certificates, up to the 65 Broadway Interest Accrual Amount with respect to such Class for such Distribution Date; fifth, to the Class 65B Certificates, up to the 65 Broadway Interest Accrual Amount with respect to such Class for such Distribution Date; and finally, to the Class 65A, Class 65X1 and Class 65X2 Certificates, up to, and pro rata based upon, the respective 65 Broadway Interest Accrual Amounts with respect to such Classes for such Distribution Date.

“65 Broadway Interest Shortfall”: With respect to any Distribution Date for any Class of Loan-Specific Certificates, an amount equal to the sum of (a) the portion of the 65 Broadway Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Loan-Specific Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of a Class of Loan-Specific Class X Certificates, one-month’s interest on that amount remaining unpaid at the Net Mortgage Rate on the Trust Subordinate Companion Loan as of the first day of the related Collection Period.

“65 Broadway IO Group YM Distribution Amount”: As defined in Section 4.01(e).

“65 Broadway Mortgage Loan”: With respect to the 65 Broadway Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 4 on the

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Mortgage Loan Schedule), which is designated as promissory note A-1. The Trust Subordinate Companion Loan is subordinate to the 65 Broadway Mortgage Loan.

“65 Broadway Mortgaged Property”: The Mortgaged Property that secures the 65 Broadway Whole Loan.

“65 Broadway Operating Advisor Consultation Event”: The event that occurs when the aggregate outstanding Certificate Balance of the Class 65RR Certificates (as notionally reduced by any Appraisal Reduction Amount and/or Collateral Deficiency Amount with respect to the 65 Broadway Whole Loan, to the extent allocated to the Trust Subordinate Companion Loan and, in turn, allocated to notionally reduce the Certificate Balance of the Class 65RR Certificates, in accordance with Section 4.08(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the Class 65RR Certificates.

“65 Broadway Pari Passu Companion Loan”: With respect to the 65 Broadway Whole Loan, the related Companion Loan that is not an asset of the Trust, which is designated as promissory note A-2.

“65 Broadway Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the 65 Broadway Principal Shortfall for such Distribution Date, (b) the 65 Broadway Scheduled Principal Distribution Amount for such Distribution Date and (c) the 65 Broadway Unscheduled Principal Distribution Amount for such Distribution Date; provided that the 65 Broadway Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of: (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the 65 Broadway Principal Distribution Amount for such Distribution Date, and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the 65 Broadway Principal Distribution Amount for such Distribution Date; provided, further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Trust Subordinate Companion Loan (including the portion of any REO Loan allocable to the Trust Subordinate Companion Loan) are subsequently recovered on the Trust Subordinate Companion Loan (or the portion of any REO Loan allocable to the Trust Subordinate Companion Loan), such recovery will increase the 65 Broadway Principal Distribution Amount for the Distribution Date related to the Determination Date on which ends the one-month period in which such recovery occurs.

“65 Broadway Principal Shortfall”: For any Distribution Date, the amount, if any, by which (a) the 65 Broadway Principal Distribution Amount for the prior Distribution Date exceeds (b) the aggregate amount actually distributed on the prior Distribution Date to Holders of the Loan-Specific Principal Balance Certificates in respect of the 65 Broadway Principal Distribution Amount.

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“65 Broadway Realized Loss”: With respect to the Trust Subordinate Companion Loan and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Loan-Specific Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the Stated Principal Balance of the Trust Subordinate Companion Loan, including the assumed Stated Principal Balance if the Trust Subordinate Companion Loan has become an REO Companion Loan, immediately following such Distribution Date. For purposes of this calculation only, the Stated Principal Balance will not be reduced by the amount of principal payments received on the Trust Subordinate Companion Loan that were used to reimburse the Master Servicer or the Trustee for Workout-Delayed Reimbursement Amounts with respect to the Trust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances.

“65 Broadway Retaining Sponsor”: As defined in the Preliminary Statement under the caption “Risk Retention.”

“65 Broadway Retaining Third Party Purchaser”: As defined in the Preliminary Statement under the caption “Risk Retention.”

“65 Broadway RR Interest Transfer Restriction Period”: The period from the Closing Date to earliest of: (a) the latest of (i) the date on which the total unpaid principal balance of the Trust Subordinate Companion Loan has been reduced to 33.0% of the Cut-off Date Balance of the Trust Subordinate Companion Loan; (ii) the date on which the total outstanding Certificate Balance of the Loan-Specific Certificates has been reduced to 33.0% of the total outstanding Certificate Balance of the Loan-Specific Certificates on the Closing Date; and (iii) two years after the Closing Date; and (b) the date on which the 65 Broadway Whole Loan (including the Trust Subordinate Companion Loan) has been defeased in accordance with Rule 7(b)(8)(i) of the Credit Risk Retention Rules; provided, however, that if the Credit Risk Retention Rules are modified or repealed, the 65 Broadway Retaining Third Party Purchaser may, with the consent of the 65 Broadway Retaining Sponsor, choose to comply with such Credit Risk Retention Rules as are then in effect; and provided further that the Trustee or Certificate Administrator may reasonably request an Opinion of Counsel to such effect at the expense of the Holder of the Class 65RR Certificates to the extent it believes such opinion is necessary.

“65 Broadway Scheduled Principal Distribution Amount”: For each Distribution Date, an amount equal to the aggregate of the principal portions of (a) all Periodic Payments (which do not include Balloon Payments) with respect to the Trust Subordinate Companion Loan, due during or, if and to the extent not previously received or advanced and distributed to Loan-Specific Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the Trust Subordinate Companion Loan, for the related Collection Period, in each case to the extent paid by the related Borrower as of the related Determination Date or advanced by the Master Servicer or the Trustee, as applicable, and (b) all Balloon Payments allocable to the Trust Subordinate Companion Loan to the extent received on or prior to the related Determination Date, and to the extent not included in clause (a) above and not included in the 65 Broadway Principal Distribution Amount for any prior Distribution Date. The 65 Broadway Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a Borrower with respect to the Trust Subordinate Companion Loan, including late payments in respect of a delinquent Balloon Payment, received by the times

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described above in this definition, except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior Advances.

“65 Broadway Unscheduled Principal Distribution Amount”: For each Distribution Date, an amount equal to the aggregate of the following (in each case to the extent not included in the 65 Broadway Principal Distribution Amount for any prior Distribution Date): (a) all prepayments of principal received on the Trust Subordinate Companion Loan as of the related Determination Date; and (b) the principal portion of any other collections (exclusive of payments by the related borrower) received on the Trust Subordinate Companion Loan and any REO Property as of the related Determination Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by the Master Servicer or Special Servicer, as applicable, as recoveries of previously unadvanced principal of the Trust Subordinate Companion Loan; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments (to the extent that such amount was transferred into the Collection Account to cover Nonrecoverable Advances, Additional Trust Fund Expenses or previously allocated 65 Broadway Realized Losses), accrued interest on Advances and other Additional Trust Fund Expenses incurred in connection with or otherwise relating to the Trust Subordinate Companion Loan, thus reducing the 65 Broadway Unscheduled Principal Distribution Amount.

“65 Broadway Whole Loan”: The 65 Broadway Mortgage Loan, the 65 Broadway Pari Passu Companion Loan and the Trust Subordinate Companion Loan, each of which is secured by the same Mortgage on the 65 Broadway Mortgaged Property. References herein to the 65 Broadway Whole Loan shall be construed to refer to the aggregate indebtedness under the 65 Broadway Mortgage Loan, the 65 Broadway Pari Passu Companion Loan and the Trust Subordinate Companion Loan.

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

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

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

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

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

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

“AB Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a

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

“AC by Marriott San Xxxx Mortgage Loan”: The Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-1 and secured by the Mortgaged Property identified on the Mortgage Loan Schedule as the AC by Marriott San Xxxx Property.

“AC by Marriott San Xxxx Xxxx Passu Companion Loan”: With respect to the AC by Marriott San Xxxx Mortgage Loan, the related Companion Loan that is not an asset of the Trust, which is designated as promissory note A-2.

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

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

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

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

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

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

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

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

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

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

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

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

“Advance Interest Amount”: Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing Advances for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of interest previously paid on such Advance; provided that if the related Borrower makes payment of an amount in respect of which such Advance was made with interest

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at the Default Rate, the Advance Interest Amount payable to the Master Servicer or the Trustee shall be paid first, from the amount of Default Interest on the related Mortgage Loan or Trust Subordinate Companion Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower, second, from late payment fees on the related Mortgage Loan or Trust Subordinate Companion Loan (or Whole Loan, with respect to Servicing Advances) actually paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from the amounts described in first or second, from other amounts on deposit in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable; provided, for the sake of clarity, that neither the Master Servicer nor the Trustee shall be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan (other than the 65 Broadway Mortgage Loan) or any related Advance Interest Amount from any collections on the 65 Broadway Whole Loan allocable to the Trust Subordinate Companion Loan or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of such Trust Subordinate Companion Loan or any related Advance Interest Amount from any collections or amounts allocable to the Mortgage Loans (other than the 65 Broadway Mortgage Loan).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Appraisal Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan as to which an Appraisal Reduction Event has occurred, an amount calculated by the Special Servicer (and, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of an applicable Consultation Termination Event, in consultation with the Directing Holder and, after the occurrence and during the continuance of a Control Termination Event (with respect to any Mortgage Loan other than the 65 Broadway Whole Loan) or a 65 Broadway Operating Advisor Consultation Event (with respect to the 65 Broadway Whole Loan), in consultation with the Operating Advisor to the extent set forth in Section 3.31 of this Agreement) as of the first Determination Date that is at least 10 Business Days following the date the Special Servicer receives the required Appraisal or conducts a Small Loan Appraisal Estimate (and thereafter by the first Determination Date following any material change in the amounts set forth in the following equation) and receipt of information requested by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal Reduction Amount, equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan over (b) the excess of (i) the sum of: (A) 90% of the appraised value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance), minus such

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downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant, or (2) by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, plus (B) all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan (other than escrows and reserves for taxes and insurance) as of the date of calculation, plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Whole Loan (whether paid or then payable by any insurance company or government authority), over (ii) the sum as of the Due Date occurring in the month of the date of determination of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the weighted average of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans), (B) all unreimbursed Servicing Advances and all xxxxxxxxxxxx X&X Advances, and all unpaid interest on Advances at the Reimbursement Rate, in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents (net of any escrows or reserves therefor) with respect to such Mortgage Loan or Serviced Whole Loan that have not been the subject of an Advance by the Master Servicer, Special Servicer or the Trustee, as applicable, (D) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Whole Loan (but subject to the provisions of Section 1.02(e)) and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced Whole Loan following a default thereunder; provided, without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Whole Loan until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received or conducted and the Appraisal Reduction Amount is recalculated.

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

Each Serviced Whole Loan shall be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage Loan and Companion

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

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

“Appraisal Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, the earliest to occur of:

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

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

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

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

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

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

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extended by the Special Servicer in accordance with the Mortgage Loan documents or this Agreement; and provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred), on or before the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of the refinancing commitment; and

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

provided, however, that the 30-day period referenced in clauses (iii) and (iv) above will not apply if the related Mortgage Loan is a Specially Serviced Loan; and provided further, that no Appraisal Reduction Event may occur with respect to any Mortgage Loan or Serviced Whole Loan (other than the 65 Broadway Whole Loan) at any time when the Certificate Balances of all Classes of Pooled Subordinate Certificates have been reduced to zero or with respect to the 65 Broadway Whole Loan at any time when the Certificate Balances of all Classes of Pooled Subordinate Certificates and Loan-Specific Principal Balance Certificates have been reduced to zero.

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

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

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

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

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

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

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

“Asset Representations Reviewer Fee Rate”: A per annum rate equal to, with respect to each Mortgage Loan and REO Mortgage Loan (including each Non-Serviced Mortgage Loan), 0.00038%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Assumption Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in connection with an assumption of a Mortgage

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Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or related substitution of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under the provisions of this Agreement).

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

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

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

“Available Funds”: The Pooled Available Funds and the 65 Broadway Available Funds, collectively.

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

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

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

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

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Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date shall be selected.

“BBCMS 2018-C2 PSA”: That certain Pooling and Servicing Agreement dated as of December 1, 2018 by and between Barclays Commercial Mortgage Securities LLC, as depositor, Xxxxx Fargo Bank, National Association, as master servicer, LNR Partners LLC, as special servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, which governs the servicing of the Shelbourne Global Portfolio II Whole Loan.

“Benchmark 2019-B10 PSA”: That certain Pooling and Servicing Agreement dated as of April 1, 2019 by and between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee, Xxxxx Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, which governs the servicing of the 0 Xxxxxxxx Xxxxxx Whole Loan.

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

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

“Borrower”: With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an indemnity deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor, individually and collectively, as the context may require.

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

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

“Borrower Party Affiliate”: With respect to a Borrower, a mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a) any other person controlling or controlled by or under common control with such Borrower, mortgagor, manager or Restricted Mezzanine Holder, as applicable, (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such Borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such Restricted Mezzanine Holder. For the purposes of this definition, “control” when used with respect to any

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specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

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

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

“Cash Collateral Account”: With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any account or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders, as successor to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the related Loan Documents and Section 3.07(a) of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole Loan Custodial Account, as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral Account shall be an Eligible Account.

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

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

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“CCRE Fairfax Multifamily Portfolio Note”: With respect to the Fairfax Multifamily Portfolio Mortgage Loan, collectively that certain promissory note A-1-C3 in the original principal amount of $10,000,000 and that certain promissory note A-1-C4 in the original principal amount of $7,500,000, in each case made by the related Borrower in favor of CCRE, as each such promissory note may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.

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

“CCRE Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date, between CCRE and the Depositor.

“Certificate”: Any Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class 65A, Class 65B, Class 65C, Class 65D, Class 65E, Class 65RR, Class 65X1 and Class 65X2 Certificate issued, authenticated and delivered hereunder.

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

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

“Certificate Administrator/Trustee Fee”: With respect to each Mortgage Loan, each REO Mortgage Loan, the Trust Subordinate Companion Loan and any REO Trust Subordinate Companion Loan for any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the Certificate Administrator/Trustee Fee Rate multiplied by (ii) the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan immediately prior to such Distribution Date, computed on the same accrual basis as interest accrues on the related Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan. The Certificate Administrator/Trustee Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Certificate Administrator/Trustee Fee with respect to each Mortgage Loan or any REO Mortgage Loan shall be payable from the Lower-Tier REMIC and the Certificate Administrator/Trustee Fee with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan shall be payable from the Trust Subordinate Companion Loan REMIC.

“Certificate Administrator/Trustee Fee Rate”: A rate equal to 0.011200% per annum.

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at xxxxx://xx.xxxxxxxxxx.xxx.

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“Certificate Balance”: With respect to any Class of Principal Balance Certificates (a) on or prior to the first Distribution Date, an amount equal to the initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement, and (b) as of any date of determination after the first Distribution Date, subject to any increase in accordance with Section 4.01(f), the Certificate Balance of such Class on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and any allocations of Pooled Realized Losses or 65 Broadway Realized Losses, as applicable, made thereon on such prior Distribution Date.

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

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

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

“Certificateholder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by (i) the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, any holder of Class F, Class G and Class NR-RR Certificates evidencing part of the VRR Interest, or any Affiliate of any of such Persons or (ii) any Borrower Party, in each case shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to a Mortgage Loan; provided, further that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master Servicer and the

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Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, and any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

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

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

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

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

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

“CFK 2019-FAX TSA”: That certain Trust and Servicing Agreement dated as of February 6, 2019 by and between CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association, as servicer, KeyBank National Association, as special servicer, and Xxxxx Fargo Bank, National Association, as certificate administrator, custodian and trustee, which governs the servicing of the Fairfax Multifamily Portfolio Whole Loan.

“CIBC”: CIBC Inc., in its capacity as a Mortgage Loan Seller, and its successors in interest.

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

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“CIBC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date, among CIBC and the Depositor.

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

“Class 65A Certificate”: Any one of the Certificates with a “Class 65A” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65A Pass-Through Rate”: A fixed per annum rate equal to 4.4114%.

“Class 65B Certificate”: Any one of the Certificates with a “Class 65B” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65B Pass-Through Rate”: A fixed per annum rate equal to 4.1396%.

“Class 65C Certificate”: Any one of the Certificates with a “Class 65C” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65C Pass-Through Rate”: A fixed per annum rate equal to 4.1226%.

“Class 65D Certificate”: Any one of the Certificates with a “Class 65D” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65D Pass-Through Rate”: A fixed per annum rate equal to 4.6602%.

“Class 65E Certificate”: Any one of the Certificates with a “Class 65E” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan as of the first day of the related Collection Period.

“Class 65RR Certificate”: Any one of the Certificates with a “Class 65RR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

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“Class 65RR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan as of the first day of the related Collection Period.

“Class 65X Strip Rate”: With respect to any of the Class 65X1 Components or the Class 65X2 Components for any Distribution Date, a per annum rate equal to the excess, if any, of (a) the Net Mortgage Rate on the Trust Subordinate Companion Loan as of the first day of the related Collection Period, over (b) the Pass-Through Rate for such Distribution Date for the Corresponding Certificates.

“Class 65X1 Certificate”: Any one of the Certificates with a “Class 65X1” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65X1 Component”: Each of Component X65A and Component X65B, each of which constitutes a separate class of “regular interests,” within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class 65X Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

“Class 65X1 Notional Amount”: With respect to the Class 65X1 Certificates as of any date of determination, the sum of the Class X Component Notional Amounts of all the Class 65X1 Components.

“Class 65X1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Class 65X Strip Rates for the respective Class 65X1 Components, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date.

“Class 65X2 Certificate”: Any one of the Certificates with a “Class 65X2” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class 65X2 Component”: Each of Component X65C and Component X65D, each of which constitutes a separate class of “regular interests,” within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class 65X Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

“Class 65X2 Notional Amount”: With respect to the Class 65X2 Certificates as of any date of determination, the sum of the Class X Component Notional Amounts of all the Class 65X2 Components.

“Class 65X2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Class 65X Strip Rates for the respective

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Class 65X2 Components, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date.

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

“Class A-1 Pass-Through Rate”: A fixed per annum rate equal to 2.8546%.

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

“Class A-2 Pass-Through Rate”: A fixed per annum rate equal to 3.6234%.

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

“Class A-3 Pass-Through Rate”: A fixed per annum rate equal to 3.8356%.

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

“Class A-4 Pass-Through Rate”: A fixed per annum rate equal to 3.5230%.

“Class A-5 Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class A-5 Pass-Through Rate”: A fixed per annum rate equal to 3.7857%.

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

“Class A-S Pass-Through Rate”: A fixed per annum rate equal to 4.0273%.

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

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

“Class A-SB Pass-Through Rate”: A fixed per annum rate equal to 3.6602%.

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

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

“Class B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the WAC Rate for such Distribution Date and (ii) 4.1784%.

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

“Class C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the WAC Rate for such distribution Date and (ii) 4.3524%.

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

“Class D Pass-Through Rate”: A fixed per annum rate equal to 3.0000%.

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

“Class E Pass-Through Rate”: A fixed per annum rate equal to 3.0000%.

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

“Class F Pass-Through Rate”: A fixed per annum rate equal to 3.5000%.

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

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

“Class G Pass-Through Rate”: A fixed per annum rate equal to 3.5000%.

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

“Class L65A Interest,” “Class L65B Interest,” “Class L65C Interest,” “Class L65D Interest,” “Class L65E Interest” and “Class L65RR Interest”: Each, a regular interest in the Trust Subordinate Companion Loan REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

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

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

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

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

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

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

“Class X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class 65X1 and Class 65X2 Certificates, collectively.

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“Class X Component”: Each of the Class X-A Components, Class X-B Components, Class X-D Components, Class X-F Component, Class X-G Component, Class 65X1 Components and Class 65X2 Components.

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

“Class X Notional Amount”: With respect to any Class of Class X Certificates, the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-F Notional Amount, the Class X-G Notional Amount, the Class 65X1 Notional Amount or the Class 65X2 Notional Amount, as applicable and as the context may require.

“Class X Strip Rate”: With respect to any Class X Component, the Class X-A Strip Rate, the Class X-B Strip Rate, the Class X-D Strip Rate, the Class X-F Strip Rate, the Class X-G Strip Rate or the Class 65X Strip Rate, as applicable.

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

“Class X-A Component”: Each of Component XX-0, Xxxxxxxxx XX-0, Component XA-SB, Component XX-0, Xxxxxxxxx XX-0 and Component XA-5, each of which constitutes a separate class of “regular interests,” within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X-A Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

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

“Class X-A Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates for the respective Class X-A Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-A Pass-Through Rate for the initial Distribution Date is approximately 1.1448% per annum.

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

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

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

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

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

“Class X-B Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-B Strip Rates for the respective Class X-B Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-B Pass-Through Rate for the initial Distribution Date is approximately 0.6609% per annum.

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

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

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

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

“Class X-D Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-D Strip Rates for the respective Class X-D Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-D Pass-Through Rate for the initial Distribution Date is approximately 1.8085% per annum.

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

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

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

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

“Class X-F Pass-Through Rate”: With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component for such Distribution Date. The Class X-F Pass-Through Rate for the initial Distribution Date is approximately 1.3085% per annum.

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

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

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

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

“Class X-G Pass-Through Rate”: With respect to any Distribution Date, the Class X-G Strip Rate for the Class X-G Component for such Distribution Date. The Class X-G Pass-Through Rate for the initial Distribution Date is approximately 1.3085% per annum.

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

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

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“Closing Date”: April 30, 2019.

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

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

“Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan or Trust Subordinate Companion Loan, as applicable) (x) the most recent appraised value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related Borrower at the time the Mortgage Loan or Trust Subordinate Companion Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Master Servicer, the Operating Advisor (except in the case of the 65 Xxxxxxx Whole Loan or any portion thereof) and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.

“Collection Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1 Collection Account” and which must be an Eligible Account.

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

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respect to Mortgage Loans, Whole Loans or the Trust Subordinate Companion Loan relating to such Collection Period on the Business Day immediately following such day shall be deemed to have been due or received, as applicable, during such Collection Period and not during any other Collection Period.

“Commission”: The Securities and Exchange Commission.

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

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

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

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

“Component X65A”: One of the components of the Class 65X1 Certificates having a Class X Component Notional Amount equal to the current Trust Subordinate Companion Loan REMIC Principal Balance of the Class L65A Interest as of any date of determination.

“Component X65B”: One of the components of the Class 65X1 Certificates having a Class X Component Notional Amount equal to the then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class L65B Interest as of any date of determination.

“Component X65C”: One of the components of the Class 65X2 Certificates having a Class X Component Notional Amount equal to the then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class L65C Interest as of any date of determination.

“Component X65D”: One of the components of the Class 65X2 Certificates having a Class X Component Notional Amount equal to the then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class L65D Interest as of any date of determination.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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“Consultation Termination Event”: (a) with respect to any Mortgage Loan (other than the 65 Broadway Whole Loan), the occurrence of no Class of Control Eligible Certificates having a then outstanding Certificate Balance equal to at least 25% of the initial Certificate Balance of that Class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; provided, that a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Pooled Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero; and provided further that a Consultation Termination Event shall not apply to a Servicing Shift Mortgage Loan; and (b) with respect to the 65 Broadway Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan or (ii)(A) a 65 Broadway Control Appraisal Period exists with respect to such Whole Loan and (B) there is no Class of Control Eligible Certificates that has a then outstanding Certificate Balance (without regard to the application of any Cumulative Appraisal Reduction Amounts) equal to at least 25% of the initial Certificate Balance of that Class.

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

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

“Control Termination Event”: (a) with respect to any Mortgage Loan (other than the 65 Broadway Whole Loan), the occurrence of the Certificate Balance of the Class F Certificates (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts with respect to the Mortgage Loans to notionally reduce the Certificate Balance of such Class in accordance with Section 4.08(a) hereof) being reduced to less than 25% of the initial Certificate Balance of such Class; provided, that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Pooled Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero; and provided further that a Control Termination Event shall not apply to a Servicing Shift Mortgage Loan; and (b) with respect to the 65 Broadway Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan or (ii)(A) a 65 Broadway Control Appraisal Period exists with respect to such Whole Loan and (B) the Class F Certificates have a Certificate Balance (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such Class) of less than 25% of the initial Certificate Balance of that Class.

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

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

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

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

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

“Controlling Pari Passu Companion Loan”: With respect to the SSTII Self Storage Portfolio II Whole Loan, the related Pari Passu Companion Loan related to which, upon the securitization of such Pari Passu Companion Loan, servicing is expected to shift to the Non-Serviced PSA entered into in connection with such securitization.

“Corporate Trust Office”: The offices of the Trustee located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Transaction Services – CF 2019-CF1 and of the Certificate Administrator, located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Transaction Services – CF 2019-CF1 or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.

“Corrected Loan”: With respect to each Mortgage Loan or any Serviced Whole Loan that has become a Specially Serviced Loan: (A) with respect to the circumstances described in clauses (i) and (ii) of the definition of “Specially Serviced Loans,” when the Borrower thereunder has brought the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan current and thereafter made three consecutive full and timely Periodic Payments, including pursuant to any workout of the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan; (B) with respect to the circumstances described in clause (iii), (iv), (v)

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and (vii) of the definition of “Specially Serviced Loans,” when such circumstances cease to exist in the good faith judgment of the Special Servicer; or (C) with respect to the circumstances described in clause (vi) of the definition of “Specially Serviced Loans,” when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as provided in the definition of “Specially Serviced Loan”) that would cause the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan. If any Specially Serviced Loan becomes a Corrected Loan, the Special Servicer shall transfer servicing of such Corrected Loan to the Master Servicer.

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

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

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

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

“Credit Risk Retention Rules”: The Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department of Housing and Urban Development (the “Agencies”) (which such joint final rule has been codified, inter alia, at 17 C.F.R. §246) to implement the credit risk retention requirements under Section 15G of the Securities Exchange Act of 1934 (as added by Section 941 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act), as such regulations may be amended from time to time by such Agencies, and subject to such clarification and interpretation as have been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency or its staff from time to time, in each case, as effective from time to time as of the applicable compliance date specified therein.

“CREFC^®”: Commercial Real Estate Finance Council^®, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC^®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-

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specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC^®” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Controlling Class Representative.

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

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

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

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

“CREFC^® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC^® for commercial mortgage securities transactions generally. In connection with preparing the CREFC^® Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending June 30, 2019, and (b) annual financial statements beginning with annual financial statements for the 2019 fiscal year.

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

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

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

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

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

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

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

Bank Name: JPM Xxxxxx Xxxxx Bank, National Association

Bank Address: 00 Xxxxxxxx, Xxx Xxxx, XX 00000

Routing Number: 000000000

Account Number: 000000000

“CREFC^® Intellectual Property Royalty License Fee Rate”: A rate equal to 0.00050% per annum.

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

“CREFC^®Investor Reporting Package (CREFC® IRP)”:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Debt Service Coverage Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is available from the related Borrower (or year-to-date until such

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time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan but after funding of required reserves and “normalized” information from the CREFC^® NOI Adjustment Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by the annual debt service required by such Mortgage Loan or Serviced Whole Loan. Annual debt service shall be calculated by multiplying the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced Whole Loan by 12 (or such fewer number of months for which related information is available).

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

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

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

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

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

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

“Deficient Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such

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party pursuant to the delivery requirements under Article X of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(7) the related Loan Agreement, if any;

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

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

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

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

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

(13) any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements in favor of the originator of such Mortgage Loan (or the related Serviced Whole Loan, if applicable) or in favor of any

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assignee prior to the Trustee and UCC-3 assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing), if in the possession of the related Mortgage Loan Seller;

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

(15) any related Environmental Insurance Policy;

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

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

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

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

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

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

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

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

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

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

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

(k) a copy of all zoning reports;

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

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

(n) a copy of all UCC searches;

(o) a copy of all litigation searches;

(p) a copy of all bankruptcy searches;

(q) a copy of any origination settlement statement;

(r) a copy of the insurance summary report;

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

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

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

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

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

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

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

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

“Directing Holder”: (a) with respect to any Mortgage Loan (other than the 65 Broadway Whole Loan, an Excluded Loan or a Servicing Shift Whole Loan), the Controlling Class Representative; (b) with respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, the related holder of the related Control Note; and (c) with respect to the 65 Broadway Whole Loan so long as it is not an Excluded Loan (i) for so long as no 65 Broadway Control Appraisal Period exists, the 65 Broadway Controlling Class Representative and (ii) for so long as a 65 Broadway Control Appraisal Period exists, the Controlling Class Representative.

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

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

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

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

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

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

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

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

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

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

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

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

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

“Distribution Date”: For each Determination Date, the 4th Business Day following such Determination Date in each calendar month, commencing in May 2019. The first Distribution Date shall be May 17, 2019.

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

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

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

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

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

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

“Eligible Account”: Any of:

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

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

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

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

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

Eligible Accounts may bear interest.

“Eligible Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given

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that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) (except with respect to the Class R Certificates) an Institutional Accredited Investor.

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

“Eligible Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by each Rating Agency (including, in the case of Park Bridge Lender Services LLC, this transaction) but has not been special servicer on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action; (ii) that can and will make the representations and warranties set forth in Section 2.05(f) of this Agreement; (iii) that possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; (iv) that is not (and is not affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, any Directing Holder, the 65 Broadway Retaining Third Party Purchaser, the Risk Retention Consultation Party, a Non-Serviced Depositor, a Non-Serviced Trustee, a Non-Serviced Certificate Administrator, a Non-Serviced Master Servicer, a Non-Serviced Special Servicer, an Other Depositor, an Other Trustee, an Other Servicer or an Other Special Servicer or any of the respective Affiliates (including Risk Retention Affiliates) of the foregoing parties; (v) that has not been paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer; (vi) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed

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securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (vii) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, the Trust Subordinate Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).

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

“Enforcing Servicer”: The Special Servicer.

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

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

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

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

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

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

“Excess Interest”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued on the related outstanding principal balance at the Revised Rate in respect of such Mortgage Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent permitted by applicable law and the related Loan Documents. The Excess Interest on any ARD Loan shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

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“Excess Interest Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1 – Excess Interest Distribution Account,” and which must be an Eligible Account or a sub-account of an Eligible Account. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

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

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

“Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Pooled Available Funds for such Distribution Date that are not covered by the portion of the Master Servicer’s Compensating Interest Payment for such Distribution Date allocable to the Mortgage Loans (other than Non-Serviced Mortgage Loans) and/or the portion of the compensating interest payments allocable to the Non-Serviced Mortgage Loans to the extent received from the related Non-Serviced Master Servicer, and (ii) with respect to the Trust Subordinate Companion Loan, the amount of any Prepayment Interest Shortfall resulting from any principal prepayment made on the Trust Subordinate Companion Loan to be included in the 65 Broadway Available Funds for such Distribution Date that is not covered by the portion of the Master Servicer’s Compensating Interest Payment for the related Distribution Date allocable to the Trust Subordinate Companion Loan.

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

“Excess Servicing Fee Rate”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller Sub-Servicers identified on Exhibit X to this Agreement) minus 0.0025%; provided that such rate shall be subject to reduction pursuant to Section 7.02 of this Agreement.

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

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

“Excluded Controlling Class Holder”: A Borrower Party that is (i) with respect to a Mortgage Loan, the Controlling Class Representative or any Controlling Class Certificateholder, or (ii) with respect to the Trust Subordinate Companion Loan, the 65 Broadway Controlling Class Representative or any 65 Broadway Controlling Class Certificateholder. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder,” such Excluded Controlling Class Holder shall provide notice in the form of Exhibit L-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which such notice shall be delivered in accordance with Section 12.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit L-1F hereto, which such notice shall provide each of the user ID’s for the Certificate Administrator’s website associated with such Excluded Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as provided in this Agreement. As of the Closing Date, LNR Securities Holdings, LLC is an Excluded Controlling Class Holder with respect to the Irving Market Center Mortgage Loan.

“Excluded Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or any Controlling Class Certificateholder (or, with respect to the 65 Broadway Whole Loan so long as a 65 Broadway Control Appraisal Period is not continuing, the 65 Broadway Controlling Class Representative or any 65 Broadway Controlling Class Certificateholder), as applicable, is a Borrower Party. As of the Closing Date, the Irving Market Center Mortgage Loan is an Excluded Controlling Class Loan.

“Excluded Information”: With respect to any Excluded Controlling Class Loan, any information and reports solely relating to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports, Final Asset

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

“Excluded Loan”: A Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or the holder(s) of the majority of the Controlling Class (by Certificate Balance) (or, with respect to the 65 Broadway Whole Loan prior to the continuation of a 65 Broadway Control Appraisal Period, the 65 Broadway Controlling Class Representative or the holder(s) of a majority of the 65 Broadway Controlling Class (by Certificate Balance)) is (or are) a Borrower Party. As of the Closing Date, the Irving Market Center Mortgage Loan will be an Excluded Loan, based on the fact that the related Borrower is an Affiliate of LNR Securities Holdings, LLC.

“Excluded Risk Retention Consultation Party Loan”: A Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party is a Borrower Party. As of the Closing Date, the Irving Market Center Mortgage Loan is an Excluded Risk Retention Consultation Party Loan.

“Excluded Special Servicer”: With respect to any Excluded Special Servicer Loan, a special servicer that is not a Borrower Party and satisfies all of the eligibility requirements applicable to the special servicer set forth in this Agreement. As of the Closing Date, KeyBank National Association is the Excluded Special Servicer with respect to the Irving Market Center Mortgage Loan.

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

“Fairfax Multifamily Portfolio Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified as No. 5 on the Mortgage Loan Schedule as Fairfax Multifamily Portfolio.

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

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

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

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

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

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

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ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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

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

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

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

“Gain-on-Sale Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement for the Pooled Certificateholders and, in the case of a Serviced Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1 and, if applicable, Serviced Companion Loan Noteholders, Gain-on-Sale Reserve Account.” The Gain-on-Sale Reserve Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1, Interest Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

“Interest Shortfall”: On any Distribution Date for any Class of Pooled Regular Certificates, subject to increase as described in the first paragraph of Section 4.01(f) of this Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Pooled Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of a Class of Pooled Class X Certificates,

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one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

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

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

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

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

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

“Investor Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit X-0X, Xxxxxxx X-0X, Xxxxxxx X-0X or Exhibit L-1D to this Agreement, representing (i) that such Person executing the certificate is a Certificateholder, the Controlling Class Representative, the 65 Broadway Controlling Class Representative or the Risk Retention Consultation Party (in each case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a Companion Loan Noteholder or a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Controlling Class Representative, a Controlling Class Certificateholder, the 65 Broadway Controlling Class Representative or a 65 Broadway Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Controlling Class Representative, a Controlling Class Certificateholder, the 65 Broadway Controlling Class Representative or a 65 Broadway Controlling Class Certificateholder, in which case such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be

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permitted to obtain, upon request, in accordance with Section 4.02(b) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan. The Master Servicer, the Trustee and the Certificate Administrator may conclusively rely on the Investor Certification.

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

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

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

“IRS”: The Internal Revenue Service.

“Irving Market Center Mortgage Loan”: The Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule) and secured by a Mortgaged Property identified on the Mortgage Loan Schedule as the Irving Market Center.

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

“KBNA Fairfax Multifamily Portfolio Note”: With respect to the Fairfax Multifamily Portfolio Mortgage Loan, that certain promissory note A-2-C1 in the original principal amount of $17,500,000 made by the related Borrower in favor of CCRE and endorsed to KBNA, as such promissory note may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.

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

“KBNA Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date, among KBNA and the Depositor.

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

“Late Collections”: With respect to any Mortgage Loan or Serviced Whole Loan, all amounts received thereon during any Collection Period (or the related grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise,

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

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

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

(a) the lesser of:

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

(ii) $1,000,000.

(b) with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Borrower

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with respect to the related Mortgage Loan (including a Serviced Companion Loan) or REO Property and received by the Special Servicer as additional servicing compensation within the prior 18 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

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

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

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

(b) the purchase of (A) all the Mortgage Loans, the Trust Subordinate Companion Loan and all property acquired in respect of any Mortgage Loan or the Trust Subordinate Companion Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer or (B) the Trust Subordinate Companion Loan by any Holder of Loan-Specific Certificates owning a majority of the Percentage Interest of the 65 Broadway Controlling Class, the Special Servicer or the Master Servicer, in each case pursuant to Section 9.01 of this Agreement;

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

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

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

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

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

“Liquidation Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral constituting security for a Defaulted Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Loan; (iv) the repurchase of a Mortgage Loan (or related REO Mortgage Loan) or the Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase of (A) all the Mortgage Loans, the Trust Subordinate Companion Loan and all property acquired in respect of any Mortgage Loan or the Trust Subordinate Companion Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer or (B) the Trust Subordinate Companion Loan by any Holder of Loan-Specific Certificates owning a majority of the Percentage Interest of the 65 Broadway Controlling Class,

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

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

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

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

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

“Loan-Specific Certificates”: The Class 65A, Class 65B, Class 65C, Class 65D, Class 65E, Class 65RR, Class 65X1 and Class 65X2 Certificates.

“Loan-Specific Class X Certificates”: The Class 65X1 and Class 65X2 Certificates.

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

“Loan-Specific Principal Balance Certificates”: The Class 65A, Class 65B, Class 65C, Class 65D, Class 65E and Class 65RR Certificates.

“Loan-Specific Private Placement Memorandum”: The Depositor’s Private Placement Memorandum, dated April 16, 2019, relating to the offering of the Loan-Specific Certificates.

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

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

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

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

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

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

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

“Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (other than Excess Interest), collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the

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Collection Account and the Lower-Tier REMIC Distribution Account, the REO Account (to the extent of the Trust Fund’s interest therein), related amounts in the Interest Reserve Account, amounts held from time to time and the Gain-on-Sale Reserve Account (to the extent of the Trust Fund’s interest therein) in respect thereof and all other property included in the Trust Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Grantor Trust.

“Lower-Tier REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

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

“MAI”: Member of the Appraisal Institute.

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

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

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

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

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

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

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

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

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

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

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

(k) any determination of an Acceptable Insurance Default;

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

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provided that if lender consent is not required for such transaction pursuant to the Loan Documents, such transaction will not constitute a Major Decision;

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

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

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

(p) solely in the case of the 65 Broadway Whole Loan, to the extent not already set forth above, solely for purposes of compliance with the Credit Risk Retention Rules and solely with respect to the Operating Advisor’s non-binding consultation rights, (i) any material modification of, or waiver with respect to, any provision of a Loan Document (including a Mortgage); (ii) foreclosure upon or comparable conversion of the ownership of a Mortgaged Property; and (iii) any acquisition of a Mortgaged Property (provided, however, that for so long as a Control Termination Event has occurred and is continuing but a Consultation Termination Event has not occurred and is continuing, the applicable Directing Holder will, to the extent not already set forth above, have consultation rights with respect to the matters specified in this clause (p));

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

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

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

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

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

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

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

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

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

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

“Master Servicer Website”: The internet website maintained by the Master Servicer; initially located at “xxx.xxxxxxx.xxx/xxx0xxx.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) With respect to the subject Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, (A) the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, either in blank, or to the order of the Trustee in the following form: “Pay to the order of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1, without recourse”; and including or accompanied by all prior or intervening endorsements, if any, showing a complete,

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

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

(iii) an original of an Assignment of Mortgage in recordable form (subject to the completion of missing recording information and, if applicable, the assignee’s name) or, if the related Mortgage Loan Seller is responsible for the recording thereof, a copy of such Assignment of Mortgage to be sent for recordation, in each case executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1” (and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders); provided that, with respect to a Servicing Shift Mortgage Loan, such assignments will be executed in blank until the earliest of (x) the related Servicing Shift Securitization Date, (y) the date on which such Mortgage Loan becomes a Specially Serviced Loan and (z) 180 days after the Closing Date;

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

(v) an original assignment of any related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and Profits”) (if such item is a document separate from the Mortgage), in recordable form (subject to the completion of missing recording information and, if applicable, the assignee’s name), or a copy thereof if the related Mortgage Loan Seller is responsible for the recording thereof, in each case executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion

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

(vi) (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments of such security agreement and of all other unrecorded Loan Documents showing a complete chain of assignment from the Originator of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original assignment of any related security agreement (if such item is a document separate from the related Mortgage) and of all other unrecorded Loan Documents executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

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

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

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

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

(x) an original assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none, by the Originator, in favor of the Trustee of any UCC financing statement referred to in the immediately preceding clause (ix) that has been executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of such assignment, a copy of such assignment to be sent for filing), evidencing the transfer of such security interest, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1” (in such capacity and, with respect to any related Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders);

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

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

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

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

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

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

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

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

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

(xx) if any related escrow agreement, Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders));

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

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

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

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include Serviced Companion Loans, Non-Serviced Companion Loans or REO Companion Loans or , in the case of an REO Loan related to a Serviced Whole Loan, the portion of such REO Loan consisting of a Serviced Companion Loan. In addition, notwithstanding anything to the contrary in this Agreement: (a) with respect to the Fairfax Multifamily Portfolio Mortgage Loan (which consists of three (3) separate notes contributed to the Trust by CCRE and KBNA, respectively), the term “Mortgage Loan” shall mean the entire such Fairfax Multifamily Portfolio Mortgage Loan, except that (i) for the purposes of determining any rights or obligations of KBNA with respect to such Mortgage Loan under this Agreement or the KBNA Purchase Agreement, except as otherwise provided in Section 11.02(c), the term “Mortgage Loan” shall refer to the portion of the Fairfax Multifamily Portfolio Mortgage Loan evidenced by the KBNA Fairfax Multifamily Portfolio Note and such promissory note(s) shall be treated like a separate Mortgage Loan, and (ii) for the purposes of determining any rights or obligations of CCRE with respect to such Mortgage Loan under this Agreement or the CCRE Purchase Agreement, except as otherwise provided in Section 11.02(c), the term “Mortgage Loan” shall refer to the portion of the Fairfax Multifamily Portfolio Mortgage Loan evidenced by the CCRE Fairfax Multifamily Portfolio Note and such promissory note shall be treated like a separate Mortgage Loan. For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.

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

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

(a) the Loan Number;

(b) the Mortgage Loan name;

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

(e) the original principal balance;

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

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

(h) the Due Date;

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

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(j) the Servicing Fee Rate;

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

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

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

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

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

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

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

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

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

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

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

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

“Mortgage Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and any related Companion Loan (even if the related Mortgaged Property has become an REO Property), as applicable, at any time, the per annum rate at which interest then accrues on such Mortgage Loan or related Companion Loan, as applicable (in the

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absence of a default), as stated in the related Mortgage Note or componentization notice evidencing such Mortgage Loan or related Companion Loan, without giving effect to any Default Rate or any Revised Rate.

“XXX 0000-X0 XXX”: That certain Pooling and Servicing Agreement dated as of March 1, 2019 by and between Xxxxxx Xxxxxxx Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, as special servicer, Xxxxx Fargo Bank, National Association, as certificate administrator and trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, which governs the servicing of the Xxxxx Multifamily Portfolio Whole Loan.

“Net Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.

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

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

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

“Net Mortgage Rate”: With respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and the Trust Subordinate Companion Loan (even if the related

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Mortgaged Property has become an REO Property) at any time, the per annum rate equal to the Mortgage Rate for such Mortgage Loan then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date), less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates on the Regular Certificates, Pass-Through Rates on the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests, the WAC Rate and Withheld Amounts, the Net Mortgage Rate shall be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable, whether agreed to by the Master Servicer or the Special Servicer or any Non-Serviced Master Servicer or Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Borrower or otherwise. The Net Mortgage Rate shall not be reduced by any Operating Advisor Fee Rate following the termination of the Operating Advisor pursuant to Section 7.07(e). Notwithstanding the foregoing, for any Mortgage Loan that does not accrue interest on a 30/360 Basis and for the Trust Subordinate Companion Loan, solely for purposes of calculating the Pass-Through Rates on the Regular Certificates, Pass-Through Rates on the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests and the WAC Rate for any Distribution Date, the Net Mortgage Rate of such Mortgage Loan and of the Trust Subordinate Companion Loan for the one-month loan-level interest accrual period applicable to the related Due Date immediately preceding such Distribution Date will be the annualized rate at which interest would have to accrue in respect thereof on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required (or, except for any prepayment, whether or not voluntary, that would have actually been required) to be paid in respect of such Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, for such one-month interest accrual period at the related Net Mortgage Rate (calculated solely in accordance with the prior sentence); provided, however, that with respect to each Mortgage Loan that is an Actual/360 Loan and with respect to the Trust Subordinate Companion Loan, the Net Mortgage Rate for the one-month loan-level interest accrual period (i) applicable to the Due Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined exclusive of related Withheld Amounts from that month and (ii) applicable to the Due Date in March (or February if the related Distribution Date is the final Distribution Date) shall be determined inclusive of the related Withheld Amounts for the immediately preceding February and January, as applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Date, the Mortgage Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loan” chart in the Preliminary Statement.

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

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

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

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

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

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

“Non-Serviced Securitization Trust”: With respect to any Non-Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a

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related Non-Serviced Companion Loan (or any portion thereof or interest therein) and is created under the related Non-Serviced PSA.

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

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

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

“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Servicing Advance or Nonrecoverable Workout-Delayed Reimbursement Amounts; provided, for the sake of clarity, that neither the Master Servicer nor the Trustee shall be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan (other than the 65 Broadway Mortgage Loan) or any related Advance Interest Amount from any collections on the 65 Broadway Whole Loan allocable to the Trust Subordinate Companion Loan or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of such Trust Subordinate Companion Loan or any related Advance Interest Amount from any collections or amounts allocable to the Mortgage Loans (other than the 65 Broadway Mortgage Loan).

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

“Nonrecoverable Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any Serviced REO Property that the Master Servicer or the Special Servicer, in each case in accordance with the Servicing Standard and Section 3.21(e) of this

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

“Nonrecoverable Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination in accordance with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related Mortgage Loan, Serviced Whole Loan or REO Loan (or applicable portion thereof) or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal collections in the Collection Account.

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

“Notional Amount”: As of any date of determination: (i) with respect to each of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class 65X1 and Class 65X2 Certificates as a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date of determination.

“NRSRO”: Any nationally recognized statistical ratings organization.

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

“Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer

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or other officer of the Master Servicer, Special Servicer, Additional Servicer, Operating Advisor or Asset Representations Reviewer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.

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

“Operating Advisor 65 Broadway Annual Report”: As defined in Section 3.31(l)(vii) of this Agreement.

“Operating Advisor Annual Report”: Any Operating Advisor General Annual Report or Operating Advisor 65 Broadway Annual Report, as the context may require.

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

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

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respect to, any Companion Loan or REO Companion Loan (other than the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan). No Operating Advisor Fee shall accrue following the termination of the Operating Advisor pursuant to Section 7.07(e).

“Operating Advisor Fee Rate”: With respect to each Mortgage Loan (including each REO Mortgage Loan) for any Interest Accrual Period, a rate equal to (i) 0.002500% per annum with respect to each such Mortgage Loan other than the 65 Broadway Mortgage Loan, the AC by Marriott San Xxxx Mortgage Loan and the Atrium Two Mortgage Loan, (ii) 0.003750% per annum with respect to the 65 Broadway Mortgage Loan, (iii) 0.003930% per annum with respect to the AC by Marriott San Xxxx Mortgage Loan, and (iv) 0.004170% per annum with respect to the Atrium Two Mortgage Loan. The Operating Advisor Fee Rate with respect to the Trust Subordinate Companion Loan (including any REO Trust Subordinate Companion Loan) will accrue at a rate equal to 0.002500% per annum. At any time there is no Operating Advisor hereunder, the applicable per annum rate shall be 0.0%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Pari Passu Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date are evidenced by the Mortgage Notes identified under the heading “Pari Passu

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Companion Loan(s)” in the “Whole Loans” chart in the Preliminary Statement, each of which Mortgage Notes evidences a separate Pari Passu Companion Loan.

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

Class	Pass-Through Rate

Class A-1	Class A-1 Pass-Through Rate
Class A-SB	Class A-SB Pass-Through Rate
Class A-2	Class A-2 Pass-Through Rate
Class A-3	Class A-3 Pass-Through Rate
Class A-4	Class A-4 Pass-Through Rate
Class A-5	Class A-5 Pass-Through Rate
Class X-A	Class X-A Pass-Through Rate
Class X-B	Class X-B Pass-Through Rate
Class X-D	Class X-D Pass-Through Rate
Class X-F	Class X-F Pass-Through Rate
Class X-G	Class X-G Pass-Through Rate
Class A-S	Class A-S Pass-Through Rate
Class B	Class B Pass-Through Rate
Class C	Class C Pass-Through Rate
Class D	Class D Pass-Through Rate
Class E	Class E Pass-Through Rate
Class F	Class F Pass-Through Rate
Class G	Class G Pass-Through Rate
Class NR-RR	Class NR-RR Pass-Through Rate
Class 65A	Class 65A Pass-Through Rate
Class 65B	Class 65B Pass-Through Rate
Class 65C	Class 65C Pass-Through Rate
Class 65D	Class 65D Pass-Through Rate
Class 65E	Class 65E Pass-Through Rate
Class 65RR	Class 65RR Pass-Through Rate
Class 65X1	Class 65X1 Pass-Through Rate
Class 65X2	Class 65X2 Pass-Through Rate

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

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

“PCAOB”: The Public Company Accounting Oversight Board.

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

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

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

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

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

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

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

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

(B) repurchase agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations: (a) in the case of such investments with maturities of 30 days or less, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch and (2) the short term obligations of which are rated at

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least “A-1” by S&P; (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); and (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P) (or, in the case of any such Rating Agency as set forth in subclauses (a) through (d) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);

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

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lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);

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

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

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

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

provided that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at a price greater than par, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (W) an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings, (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (E) of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).

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

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

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

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

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

(a) the aggregate amount of all cash received on the Mortgage Loans and any REO Properties (in the case of any Non-Serviced Mortgage Loan or related REO Property, only to the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Co-Lender Agreement and excluding any amounts received with respect to the Trust Subordinate Companion Loan) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e) and/or Section 3.06(g) of this Agreement) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Loan Noteholders or is otherwise allocable to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan), as of the related Master Servicer Remittance Date, exclusive of (without duplication) any portion thereof that represents:

(i) all Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without regard to grace periods) after the end of the

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related Collection Period (without regard to grace periods) or that are received subsequent to the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan or related REO Property, the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date);

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

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

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

(v) all Yield Maintenance Charges and Prepayment Premiums;

(vi) all amounts deposited in the Collection Account in error;

(vii) any Gain-on-Sale Proceeds deliverable to the Certificate Administrator for deposit in the Gain-on-Sale Reserve Account;

(viii) all Excess Interest allocable to the Mortgage Loans; and

(ix) all Penalty Charges retained in the Collection Account pursuant to Section 3.05(a)(vii) of this Agreement; and

(b) if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account on or before the applicable Master Servicer Remittance Date allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.15(b);

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(c) all Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date net of certain amounts that are due or reimbursable to Persons other than the holders of the Pooled Certificates;

(d) with respect to each Mortgage Loan that is an Actual/360 Loan and for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.05(e) of this Agreement; and

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

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

“Pooled Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer (other than with respect to the 65 Broadway Whole Loan) pursuant to Section 3.22 or the Asset Representations Reviewer pursuant to Section 11.05, the Holders of Pooled Certificates evidencing at least 50% of the aggregate Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Pooled Certificates) of all Pooled Principal Balance Certificates on an aggregate basis.

“Pooled Certificateholder”: A Certificateholder of a Pooled Certificate.

“Pooled Certificates”: The Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR and Class S Certificates.

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

“Pooled Principal Balance Certificates”: The Principal Balance Certificates, other than the Loan-Specific Principal Balance Certificates.

“Pooled Realized Losses”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Pooled Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans (including any Mortgage Loans as to which the related Mortgaged Properties have become REO Properties) immediately following such Distribution Date (and, for purposes of this calculation only, such aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such

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Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances).

“Pooled Regular Certificates”: The Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates.

“Pooled Subordinate Certificates”: The Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates.

“Pooled Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificateholder or Class of Pooled Certificateholders. At all times during the term of this Agreement, the percentage of Pooled Voting Rights assigned to each Class of Pooled Certificates shall be: (a) 98% to be allocated among the Certificateholders of the respective Classes of Pooled Principal Balance Certificates in proportion to the Certificate Balances of such Classes, subject to clause (c) below (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 3.22(c), Section 3.22(d) or Section 7.01(b), considering any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Certificates pursuant to Section 4.08(a) hereof), in each case determined as of the prior Distribution Date, and (b) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates (allocated to the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates on a pro rata basis based on their respective outstanding Notional Amounts at the time of determination) and (c) 0%, in the case of the Class S and Class R Certificates and any portion of the Class F, Class G or Class NR-RR Certificates which comprise the VRR Interest. The Pooled Voting Rights assigned to any Class of Certificates shall be allocated among such Pooled Certificates in proportion to their respective Percentage Interests.

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

“Prepayment Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.

“Prepayment Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to any Mortgage Loan or Serviced Companion Loan that was subject to a Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Due Date in the month of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan, on the amount of such Principal Prepayment or the principal portion of such Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, from such Due Date to, but not including, the date of prepayment (or any later date through which interest accrues thereon) and accruing in the manner set forth in the related Loan Documents, to the extent

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such interest is collected by the Master Servicer or the Special Servicer (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan that was subject to a Principal Prepayment in full or in part and which did not include a full month’s interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Determination Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount of interest that would have accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan on the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

“Prepayment Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect of principal or interest, which is intended to compensate the holder of the related Mortgage Note for prepayment.

“Pricing Date”: April 16, 2019.

“Primary Servicing Fee Rate”: (A) With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans), the sum of the per annum rates set forth on Exhibit B to this Agreement under the columns labeled “Primary Servicing Fee Rate” and “Sub Servicer Fee Rate” and (B) with respect to a Servicing Shift Whole Loan, prior to such Servicing Shift Securitization Date, the applicable rate per annum set forth on Exhibit B to this Agreement under the columns labeled “Primary Servicing Fee Rate” and “Sub Servicer Fee Rate”. With respect to Non-Serviced Mortgage Loans, except as provided for on Exhibit B to this Agreement, no Primary Servicing Fee Rate will be charged by the Master Servicer, but the Non-Serviced Mortgage Loan Primary Servicing Fee Rate is charged by the applicable Other Servicer pursuant to the related Non-Serviced PSA. For the avoidance of doubt, the Primary Servicing Fee Rate includes any fee rate payable to a Mortgage Loan Seller Sub-Servicer.

“Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, New York Edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

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“Principal Balance Certificates”: The Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class 65A, Class 65B, Class 65C, Class 65D, Class 65E and Class 65RR Certificates, collectively.

“Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (without duplication and, for the avoidance of doubt, excluding any amounts received with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan):

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

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

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

(A) Nonrecoverable Advances (including any Servicing Advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; and

(B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date;

provided further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) are subsequently recovered on the related Mortgage Loan (or REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

“Principal Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received in advance of its scheduled due date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

“Principal Shortfall”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate

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amount actually distributed to Holders of the Pooled Principal Balance Certificates on the preceding Distribution Date in respect of such Principal Distribution Amount.

“Private Certificate”: Each of the Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class 65A, Class 65B, Class 65C, Class 65D, Class 65E, Class 65RR, Class 65X1 and Class 65X2 Certificates.

“Private Global Certificate”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect to the Private Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.

“Private Placement Memorandum”: The Private Placement Memorandum, dated April 16, 2019, pursuant to which the Private Certificates (other than the Loan-Specific Certificates) will be offered for sale.

“Privileged Information”: (i) Any correspondence or other communications between a Directing Holder or the Risk Retention Consultation Party and the Special Servicer related to any Specially Serviced Loan (other than with respect to an Excluded Loan unless the Special Servicer is the related Excluded Special Servicer) or the exercise of the consent or consultation rights, as applicable, of the Directing Holder or the Risk Retention Consultation Party under this Agreement or any related Co-Lender Agreement, (ii) any strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or other interested party, (iii) information subject to attorney-client privilege and (iv) any Asset Status Report or Final Asset Status Report.

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

“Privileged Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Controlling Class Representative (but only prior to the occurrence of a Consultation Termination Event), the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Loan Noteholder who provides an Investor Certification, any Person (including the Controlling Class Representative and the Risk Retention Consultation Party) that provides the Certificate Administrator with an Investor Certification and

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any NRSRO (including any Rating Agency) that provides the Certificate Administrator with a NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is an Excluded Controlling Class Holder, any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator, in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not an Excluded Controlling Class Holder, any information other than the Distribution Date Statement. Notwithstanding the foregoing, (A) if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer may nevertheless be a Privileged Person, provided that the Special Servicer will not directly or indirectly provide any information related to any Excluded Special Servicer Loan (which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in this Agreement pertaining to such Excluded Special Servicer Loan) to the related Borrower Party, any of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations, and (B) any Excluded Controlling Class Holder will be permitted to reasonably request and obtain, in accordance with the terms of this Agreement, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be. Notwithstanding any provision to the contrary in this Agreement, neither the Master Servicer nor the Certificate Administrator will have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan. The Master Servicer shall not restrict access by the Special Servicer to any information related to any Mortgage Loan, and the Certificate Administrator shall not restrict access by the Special Servicer to any information related to any Mortgage Loan including any Excluded Special Servicer Loan.

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

“Property Protection Expenses”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(c) or Section 3.24(a) of this Agreement or indicated herein as being payable as a Servicing Advance or as a cost or expense of the Trust Fund (and, in the case of the Serviced Whole Loans, the Serviced Companion Loan Noteholders but subject to the provisions of Section 1.02(e)) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account or the Trust Subordinate Companion Loan REMIC to be paid out of the applicable Serviced Whole Loan Custodial Account.

“Proposed Course of Action Notice”: As defined in Section 2.04(l)(i).

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“Prospectus”: The Depositor’s Prospectus dated April 16, 2019, relating to the offering of the Publicly Offered Certificates.

“PTCE”: Prohibited Transaction Class Exemption.

“Publicly Offered Certificates”: Each of the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates.

“Publicly Offered Global Certificates”: Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly Offered Certificates is registered in the name of the Depository.

“Purchase Price”: With respect to (i) any Mortgage Loan (or related REO Mortgage Loan) or the Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan) to be repurchased or purchased or substituted for, as applicable, pursuant to Section 2.04 or Section 9.01 of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16 of this Agreement or (iii) any Defaulted Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Special Servicer, equal to:

(a) the outstanding principal balance of such Mortgage Loan (or related REO Mortgage Loan), Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan), Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable, as of the date of purchase, repurchase, substitution or sale; plus

(b) all accrued and unpaid interest on such Mortgage Loan (or related REO Mortgage Loan), Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan), Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable, at the related Mortgage Rate in effect from time to time to but not including the Due Date immediately preceding or coinciding with the first Determination Date coinciding with or following the date of purchase, repurchase, substitution or sale, but excluding any Default Interest or Excess Interest; plus

(c) all related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate, and all Special Servicing Fees and Workout Fees allocable to such Mortgage Loan (or related REO Mortgage Loan), Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan), Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the applicable servicer, Non-Serviced Master Servicer, the Non-Serviced Special Servicer or the Non-Serviced Trustee allocable to such Mortgage Loan); plus

(d) any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan (or related REO Mortgage Loan), Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan), Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable; plus

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(e) all Additional Trust Fund Expenses allocable to such Mortgage Loan (or related REO Mortgage Loan), Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan), Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable; plus

(f) if such Mortgage Loan (or related REO Mortgage Loan) or the Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan) is being purchased or substituted by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, any unpaid Asset Representations Reviewer Asset Review Fee related to such Mortgage Loan and all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase or substitution obligation, including any such expenses arising out of the enforcement of the repurchase or substitution obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account or the applicable Serviced Whole Loan Custodial Account, as applicable, plus accrued and unpaid interest thereon at the Reimbursement Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer or the Trustee; provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.04(l)(i) hereof.

For purposes of this Agreement, (i) the “Purchase Price” in respect of a Serviced Companion Loan that is purchased by the related Mortgage Loan Seller shall be the purchase price paid by the related Mortgage Loan Seller under the related Other PSA or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced Whole Loan, the term Mortgage Loan or REO Loan shall be construed to include any related Companion Loans.

“Qualified Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans (or, in the case of the Operating Advisor, that is in the business of performing the duties of an operating advisor), and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the Master Servicer, the Special Servicer or the Operating Advisor, as applicable.

“Qualified Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.

“Qualified Insurer”: As used in Section 3.08 of this Agreement,

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(i) in the case of each Mortgage Loan or Serviced Pari Passu Whole Loan, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A-“ by S&P (or, if not rated by S&P, an equivalent rating by (x) at least two NRSROs (which may include Xxxxx’x, Morningstar and/or Fitch) or (y) one NRSRO (which may include Xxxxx’x, Morningstar and/or Fitch) and A.M. Best), and (b) at least “A-” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by (x) at least two NRSROs (which may include S&P, Morningstar and/or Xxxxx’x) or (y) one NRSRO (which may include S&P, Morningstar and/or Xxxxx’x) and AM Best); and

(ii) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this Agreement, a company that shall have a claim paying ability rated at least equal to any one of the following: (1) “A-” or better by S&P, (2) “A3” or better by Xxxxx’x, (3) “A-“ or better by Fitch, (4) “A (low)” or better by DBRS or (5) “A-:X” or better by A.M. Best,

or, in the case of clauses (i) and (ii), such other rating as to which the related Rating Agency (and, if applicable, the related Serviced Companion Rating Agency) has provided a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities (subject to the foregoing exceptions).

“Qualified Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage), or any substantially similar successor provision.

“Qualified Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in Section 6.02 and Section 6.04 of this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, or (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (vii) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination and (viii) currently has a special servicer rating of at least “CSS3” from Fitch.

“Qualified Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution shall be permitted) replacing a Mortgage

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Loan with respect to which a Material Breach or Material Defect exists that must, on the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the Removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date and a grace period no longer than that of the Removed Mortgage Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more than five years less than, the remaining term to stated maturity of the Removed Mortgage Loan; (vi) have a then current loan to value ratio equal to or less than the lesser of (A) the loan to value ratio for the Removed Mortgage Loan as of the Closing Date and (B) 75%, in each case using the value for the Mortgaged Property as determined using an Appraisal prepared in accordance with the requirements of the FIRREA; (vii) comply as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related Mortgage File; (ix) have a then current Debt Service Coverage Ratio at least equal to the greater of (A) the original Debt Service Coverage Ratio of the Removed Mortgage Loan as of the Closing Date and (B) 1.25x; (x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a Maturity Date or an amortization period that extends to a date that is after the date that is two years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the Replaced Mortgage Loan; (xiii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator and the Trustee have received a Rating Agency Confirmation from each of the Rating Agencies (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller; (xiv) have been approved, so long as no Control Termination Event has occurred and is not continuing and the Removed Mortgage Loan is not an Excluded Loan, by the Controlling Class Representative; (xv) prohibit defeasance within two years after the Closing Date; (xvi) not be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the grantor trust status of the Grantor Trust or the imposition of tax on any Trust REMIC, the Grantor Trust or the Trust other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that one or more mortgage loans are substituted for one or more Removed Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (ii) through (xviii) above, except the rates referred to in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be

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lower than the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the WAC Rate) of any Class of Pooled Principal Balance Certificates having an outstanding Certificate Balance. When a Qualified Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Trustee and, prior to the occurrence of a Consultation Termination Event has occurred, the Controlling Class Representative.

“RAC No-Response Scenario”: As defined in Section 3.30(a).

“Rated Final Distribution Date”: The Distribution Date in May 2052. The Class NR-RR, Class S, Class R, Class 65E and Class 65RR Certificates will not have a Rated Final Distribution Date.

“Rating Agency”: Any of Fitch, S&P or KBRA; provided, that with respect to any matter affecting a Non-Serviced Mortgage Loan or any Serviced Whole Loan, “Rating Agency” shall also refer to any rating agency engaged to rate the Serviced Companion Loan Securities related to such Serviced Whole Loan or securities related to such Non-Serviced Mortgage Loan, as applicable.

“Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any Class of Certificates if then rated by the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency. With respect to any matter affecting any Serviced Pari Passu Companion Loan, any Rating Agency Confirmation shall also refer to the nationally recognized statistical rating organizations then rating the securities representing an interest in such loan and such rating organizations’ respective ratings of such securities.

“Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.

“Real Property”: Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.

“Realized Loss”: Any Pooled Realized Loss or 65 Broadway Realized Loss.

“Reassignment of Assignment of Leases, Rents and Profits”: As defined in clause (v) of the definition of “Mortgage File” of this Agreement.

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

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“Regular Certificates”: The Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class 65A, Class 65B, Class 65C, Class 65D, Class 65E, Class 65RR, Class 65X1 and Class 65X2 Certificates.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein.

“Regulation D”: Regulation D under the Act.

“Regulation S”: Regulation S under the Act.

“Regulation S Global Certificate”: Each of the Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class 65A, Class 65B, Class 65C, Class 65D, Class 65E, Class 65X1 and Class 65X2 Certificates issued as such on the Closing Date.

“Regulation S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires such interest pursuant to Regulation S.

“Regulation S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.

“Reimbursement Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.21(f) and P&I Advances in accordance with Section 4.07(h), which rate per annum shall equal the Prime Rate. Interest at the Reimbursement Rate will accrue from (and including) the date on which the related Advance is made or the related expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Mortgage Loan or Trust Subordinate Companion Loan as to which such Advances were made or servicing expenses incurred or the first Master Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made, provided that such interest at the Reimbursement Rate will continue to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance; and provided, further, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan or the Trust Subordinate Companion Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the Business Day immediately prior to the related Distribution Date.

“Relevant Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other PSA.

“Relevant Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement). For clarification purposes,

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multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant based on the functions it has been engaged to perform.

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

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

“Removed Mortgage Loan”: A Mortgage Loan which is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more Qualified Substitute Mortgage Loans are substituted.

“Rents from Real Property”: With respect to any Serviced REO Property, gross income of the character described in Section 856(d) of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:

(a) except as provided in Section 856(d)(4) or Section 856(d)(6) of the Code, any amount received or accrued, directly or indirectly, with respect to such Serviced REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);

(b) any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and Section 856(d)(5) of the Code;

(c) any amount received or accrued, directly or indirectly, with respect to such Serviced REO Property if any Person Directly Operates such Serviced REO Property;

(d) any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such Serviced REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1); and

(e) rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such Serviced REO Property and, for any taxable

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year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.

“REO Account”: As defined in Section 3.15(b) of this Agreement.

“REO Companion Loan”: Any Serviced Companion Loan that is or is part of an REO Loan.

“REO Loan”: Any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan, as the context may require, as to which the related Mortgaged Property has become an REO Property.

“REO Mortgage Loan”. Any Mortgage Loan that is or is part of an REO Loan.

“REO Proceeds”: With respect to any Serviced REO Property and the related Serviced REO Loan, all revenues received by the Special Servicer with respect to such Serviced REO Property or Serviced REO Loan which do not constitute Liquidation Proceeds.

“REO Property”: A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s beneficial interest in the Mortgaged Property acquired by the related Non-Serviced Trustee pursuant to the related Non-Serviced PSA.

“REO Trust Subordinate Companion Loan”. The Trust Subordinate Companion Loan if it becomes, or becomes part of, an REO Loan.

“Replacement Mortgage Loan”: Any mortgage loan that is substituted for one or more Removed Mortgage Loans.

“Reporting Servicer”: As defined in Section 10.12 of this Agreement.

“Repurchase Communication”: For purposes of Section 2.04(d) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.

“Repurchase”: As defined in Section 2.04(d) of this Agreement.

“Repurchase Request”: As defined in Section 2.04(d) of this Agreement.

“Repurchase Request Recipient”: As defined in Section 2.04(d) of this Agreement.

“Repurchase Request Rejection”: As defined in Section 2.04(d) of this Agreement.

“Repurchase Request Withdrawal”: As defined in Section 2.04(d) of this Agreement.

“Request for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this Agreement.

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“Requesting Certificateholder”: As defined in Section 2.04(l)(iii).

“Requesting Holders”: As defined in Section 4.08(b) of this Agreement.

“Requesting Investor”: As defined in Section 5.05(a) of this Agreement.

“Reserve Accounts”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under the related Loan Documents for the related Mortgage Loan or Serviced Whole Loan.

“Resolution Extension Period”:

(a) for purposes of remediating a Material Breach with respect to any Mortgage Loan or the Trust Subordinate Companion Loan, the 90-day period following the end of the applicable Initial Resolution Period;

(b) for purposes of remediating a Material Defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan that is not a Specially Serviced Loan at the commencement of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of such Initial Resolution Period and (ii) the 45th day following the applicable Mortgage Loan Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to such Mortgage Loan subsequent to the end of such Initial Resolution Period;

(c) for purposes of remediating a Material Defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan that is a not a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

(d) for purposes of remediating a Material Defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan that is a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable Mortgage Loan Seller did not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the

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commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.

“Resolution Failure”: As defined in Section 2.04(k)(iii).

“Resolved”: With respect to a Repurchase Request, (i) that the related Defect or Breach has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Special Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.

“Responsible Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, with direct responsibility for the administration of this Agreement and, in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended.

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

“Restricted Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure such mezzanine loan.

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

“Retained Defeasance Rights and Obligations”: As defined in Section 3.26(h).

“Retained Interest Safekeeping Account”: As defined in Section 5.01(j).

“Retaining Party”: Starwood Conduit CMBS Vertical Retention I LLC, as Holder of the VRR Interest, Starwood CMBS Horizontal Retention CF 2019-CF1 LLC, as Holder of the HRR Interest, and the 65 Broadway Retaining Third Party Purchaser, as Holder of the Class 65RR Certificates and, in each case, including any successor Holder of the applicable Certificates, individually or collectively as the context may require.

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“Retaining Sponsor”: Starwood Mortgage Capital LLC, acting as retaining sponsor with respect to the securitization of the Mortgage Pool and the issuance of the Pooled Certificates, as such term is defined under § 246.2 of the Credit Risk Retention Rules.

“Revised Rate”: With respect to those Mortgage Loans on the Mortgage Loan Schedule indicated as having a revised rate, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.

“Risk Retention Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated with”, as such terms are defined in 17 C.F.R. Section 246.2 of the Credit Risk Retention Rules.

“Risk Retention Consultation Party”: The party selected by the Retaining Sponsor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement of the Risk Retention Consultation Party from Holders of more than 50% of the VRR Interest by Certificate Balance, as determined by the Certificate Registrar from time to time. The initial Risk Retention Consultation Party shall be LNR Securities Holdings, LLC.

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

“Rule 144A Global Certificate”: Each of the Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G and Class NR-RR Certificates issued as such on the Closing Date.

“Rule 144A”: Rule 144A under the Act.

“Rule 15Ga-1 Notice”: As defined in Section 2.04(d) of this Agreement.

“Rule 15Ga-1 Notice Provider”: As defined in Section 2.04(d) of this Agreement.

“S&P”: S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or its successor in interest. If neither such rating agency nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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“Sarbanes Oxley Act”: The Sarbanes Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

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

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

“Scheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the following: (a) all Periodic Payments (which do not include Balloon Payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced pursuant to Section 4.07 and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the related Borrower as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.07 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date), and to the extent not included in clause (a) above for the subject Distribution Date and not included in the Principal Distribution Amount for any prior Distribution Date. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

“Secure Data Room”: The “Secure Data Room” tab on the page relating to this transaction within the Certificate Administrator’s Website (initially “xxxxx://xx.xxxxxxxxxx.xxx”).

“Securities Legend”: As defined in Section 5.02(c)(iii) of this Agreement.

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

“Serviced AB Whole Loan”: Each of the Whole Loans identified as “Serviced” under the heading “Mortgage Loan Type” in the “Whole Loans” chart in the Preliminary Statement with one or more Serviced Subordinate Companion Loans.

“Serviced Companion Loan”: (i) The Pari Passu Companion Loans and Subordinate Companion Loans identified as “Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift

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Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Whole Loan, each related Companion Loan will no longer be a Serviced Companion Loan on and after the related Servicing Shift Securitization Date

“Serviced Companion Loan Noteholder”: Any holder of a Serviced Companion Loan; provided that for so long as a Serviced Companion Loan is included in an Other Securitization, for purposes of providing or distributing any reports, statements, notices or other information required or permitted to be provided to a Serviced Companion Loan Noteholder hereunder, “Serviced Companion Loan Noteholder” shall also include the related Other Servicer.

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

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

“Serviced Companion Loan Noteholder Register”: As defined in Section 3.27(b) of this Agreement.

“Serviced Companion Loan Securities”: With respect to any Serviced Companion Loan so long as the related Mortgage Loan or an interest in any related REO Property is part of the Trust Fund, any class of securities backed by such Serviced Companion Loan. Any reference herein to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of one or more of the Serviced Companion Loans.

“Serviced Companion Loan Service Provider”: With respect to any Serviced Pari Passu Companion Loan that has been deposited into a securitization trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal and/or interest advances in respect of such mortgage loan pursuant to the related Other PSA.

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“Serviced Pari Passu Companion Loan Noteholder”: Any holder of a Serviced Pari Passu Companion Loan.

“Serviced Pari Passu Companion Loan”: Any Pari Passu Companion Loan that is a Serviced Companion Loan.

“Serviced Pari Passu Whole Loan”: Any Serviced Whole Loan that includes a Pari Passu Companion Loan.

“Serviced REO Loan”: Any REO Loan that relates to a Serviced REO Property.

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

“Serviced Subordinate Companion Loan”: Any Subordinate Companion Loan that is a Serviced Companion Loan.

“Serviced Whole Loan”: Any Whole Loan serviced under this Agreement. References herein to a Serviced Whole Loan shall be construed to refer to the aggregate indebtedness under the related notes. The Serviced Whole Loans related to the Trust are (i) the Whole Loans identified as “Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement and (ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loan” chart in the Preliminary Statement.

“Serviced Whole Loan Custodial Account”: With respect to each Serviced Whole Loan, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the related Serviced Companion Loan Noteholders, which shall be entitled “KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF1, Serviced Whole Loan Custodial Account.” Amounts in any Serviced Whole Loan Custodial Account applicable to the related Serviced Companion Loans (other than the Trust Subordinate Companion Loan) shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related Serviced Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection Account).

“Serviced Whole Loan Remittance Amount”: For each distribution date that the Master Servicer is required to make a distribution to a Serviced Companion Loan Noteholder pursuant to Section 3.05(h) and with respect to each Serviced Whole Loan and related Mortgaged Property (if it becomes a Serviced REO Property), any amount received by the Master Servicer (or, with respect to a Serviced REO Property, the Special Servicer) during the related Collection Period that is payable to the Serviced Companion Loan Noteholder(s) pursuant to the related Co-Lender Agreement or to be remitted to the Collection Account.

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“Serviced Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion Loan to an Other Securitization, a date as set forth in the related Co-Lender Agreement (or if no such date is specified, the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earliest of (A) Master Servicer Remittance Date, (B) the Business Day immediately succeeding the “determination date” set forth in the related Other PSA and (C) the date required under the related Co-Lender Agreement; provided, however, that in no event may any such “determination date” occur prior to (and any such otherwise earlier “determination date” shall, for purposes of this definition, be deemed to occur on) the sixth (6^th) day of each month or, if such sixth (6^th) day is not a Business Day, the next succeeding Business Day.

“Serviced Whole Loan REO Account”: An REO Account with respect to any REO Property that relates to a Serviced Whole Loan.

“Servicer Termination Event”: A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.

“Servicing Advance”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Whole Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property, including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.04, (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Co-Lender Agreement or this Agreement.

“Servicing Compensation”: With respect to any Collection Period, the related Servicing Fee, Net Prepayment Interest Excess, if any, and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.

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“Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time.

“Servicing Fee”: With respect to each Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan and successor REO Companion Loan in respect of a Serviced Companion Loan and for any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the respective Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan and successor REO Companion Loan in respect of a Serviced Companion Loan immediately prior to such Distribution Date. The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, with respect to each Mortgage Loan and REO Mortgage Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC, and with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan, the Servicing Fee shall be deemed payable from the Trust Subordinate Companion Loan REMIC.

“Servicing Fee Rate”: (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related Primary Servicing Fee Rate, if any, which rates per annum are set forth on Exhibit B to this Agreement, (B) with respect to the Trust Subordinate Companion Loan, 0.0100% per annum and (C) with respect to each Serviced Companion Loan, the primary servicing fee rate, which is 0.0100% per annum with respect to the SSTII Self Storage Portfolio II Companion Loan (until the related Servicing Shift Securitization Date), 0.00125% per annum with respect to the 65 Broadway Pari Passu Companion Loan, 0.00125% per annum with respect to the AC by Marriott San Xxxx Xxxx Passu Companion Loan and 0% with respect to the Atrium Two Pari Passu Companion Loan.

“Servicing File”: As defined in the related Mortgage Loan Purchase Agreement and including any original or copy of any replacement comfort letter related to any hospitality property following receipt thereof by the Master Servicer.

“Servicing Function Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB. No Non-Serviced Mortgage Loan Service Provider shall be a Servicing Function Participant retained by any Servicing Function Participant that is a party to this Agreement, unless such party is a Servicing Function Participant in connection with its servicing obligations under this Agreement.

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

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Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.

“Servicing Shift Companion Loan Directing Holder”: With respect to a Servicing Shift Whole Loan, the “Controlling Holder,” the “Directing Holder,” “Directing Lender” or any analogous concept set forth under the related Co-Lender Agreement. Prior to the applicable Servicing Shift Securitization Date, the “Directing Holder” with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling Pari Passu Companion Loan. On and after the applicable Servicing Shift Securitization Date, there will be no Servicing Shift Companion Loan Directing Holder under the Pooling and Servicing Agreement with respect to the related Servicing Shift Whole Loan.

“Servicing Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Whole Loan including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Securitization Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Co-Lender Agreement for such Servicing Shift Whole Loan. With respect to any Servicing Shift Whole Loan, the related Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the “Whole Loans” chart in the Preliminary Statement.

“Servicing Shift Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, the related pooling and servicing agreement or other comparable agreement governing the creation of the Non-Serviced Securitization Trust that holds the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note.

“Servicing Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization of the related Controlling Pari Passu Companion Loan on and after the date of such securitization. As of the Closing Date, each of the Mortgage Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Mortgage Loan related to the Trust.

“Servicing Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included in a related Non-Serviced Securitization Trust, provided that such holder of a Servicing Shift Lead Note provides each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced Securitization Trust) with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead Note is to be included in such Non-Serviced Securitization Trust, which notice shall include contact information for the related Non-Serviced Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee.

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“Servicing Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing Shift Mortgage Loan included in the Trust and one or more Pari Passu Companion Loans not included in the Trust, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization of the related Controlling Pari Passu Companion Loan on and after the date of such securitization. As of the Closing Date, each of the Whole Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Whole Loan related to the Trust. As of the Closing Date, the SSTII Self Storage Portfolio II Whole Loan is a Servicing Shift Whole Loan.

“Servicing Standard”: With respect to the Master Servicer and the Special Servicer, to diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loans), any related Serviced Companion Loans, Serviced Whole Loans, Specially Serviced Loans (other than any Non-Serviced Mortgage Loans) and Serviced REO Properties for which each is responsible in the best interests of and for the benefit of all of the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment) in accordance with applicable law, the terms of this Agreement, the applicable Loan Documents and any related Co-Lender Agreement, and to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:

(a) the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and

(b) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be.

In either case, with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Whole Loans or, in the case of Defaulted Loans, the maximization of recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, if the Loan Documents are silent, at the Calculation Rate) on the applicable Mortgage Loans or Serviced Whole Loans, and the best interests of the Trust and the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan, taking into account the pari passu or subordinate nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment in either case, giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any potential conflict of interest arising from (a) any relationship that the Master Servicer or the Special Servicer, as the case may

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be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or any interest in any Non-Serviced Companion Loan, Serviced Companion Loan or any mezzanine loan related to a Mortgage Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (c) the Master Servicer’s obligation to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation, any mezzanine financing); (g) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or Special Servicer, as the case may be, or any of its affiliates may have; (h) any obligation of the Master Servicer, the Special Servicer or one of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one of their respective affiliates is a Mortgage Loan Seller).

“Servicing Transfer Event”: Any event specified in any of the paragraphs of the definition of Specially Serviced Loan.

“Shelbourne Global Portfolio II Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as No. 17, secured by Mortgaged Properties identified on the Mortgage Loan Schedule as Shelbourne Global Portfolio II.

“Significant Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or group of cross collateralized and/or cross-defaulted loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance as of the Cut-off Date). As of the Closing Date, no Mortgaged Property constitutes a Significant Obligor related to the Trust.

“Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is 15 days after the Distribution Date (or, in the case of a Serviced Companion Loan, the “distribution date” under the related Other PSA) occurring on or immediately following the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related Loan Documents. The parties to this Agreement acknowledge that in the event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, the date on which quarterly financial statements are required to be delivered to the related lender under the related Loan Documents is, with respect to net operating income information, for (A) the 65 Broadway Pari Passu Companion Loan, 45 days following the end of each fiscal quarter, (B) the SSTII Self Storage Portfolio II Companion Loan,

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45 days following the end of each fiscal quarter, (C) the AC by Marriott San Xxxx Xxxx Passu Companion Loan, 30 days following the end of each fiscal quarter and (D) the Atrium Two Pari Passu Companion Loan, 30 days following the end of each fiscal quarter, in each case, subject to the terms of the related loan agreement.

“Significant Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar year.

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

“Small Loan Appraisal Estimate”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value of the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, as certified to the Master Servicer by the Special Servicer.

“SMC”: Starwood Mortgage Capital LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest.

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

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

“Sole Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates (including Certificates with Certificate Balances that have been actually or notionally reduced by any Pooled Realized Losses, 65 Broadway Realized Losses or Appraisal Reduction Amounts, but excluding the Class R and Class S Certificates) or an assignment of the Voting Rights thereof; provided, that the Notional Balances of the Class X-A, Class X-B and Class X-D Certificates and the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero; provided, further, that if the Holders of the Class X-F and Class X-G Certificates have assigned all of the Voting Rights of the Class X-F and Class X-G Certificates to the Holder of 100% of the then outstanding Class F, Class G and Class NR-RR Certificates, then “Sole Certificateholder” shall mean the Holder(s) of 100% of the Class F, Class G and Class NR-RR Certificates and any outstanding Loan-Specific Certificates.

“Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05 of this Agreement, (b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant to Section 3.22(d) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights of the Certificates to terminate and replace the Operating Advisor pursuant to Section 7.07(b) of this Agreement and (d) notice transmitted to Certificateholders pursuant to Section 3.22(c) of this Agreement.

“Special Servicer”: With respect to (i) each of the Mortgage Loans (other than the 65 Broadway Mortgage Loan, any Non-Serviced Mortgage Loan and any Excluded Special

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Servicer Loan) and any related Serviced Companion Loans, LNR Partners, LLC, or its successor in interest, or any successor special servicer appointed as provided herein, (ii) the 00 Xxxxxxxx Xxxxx Xxxx, Xxxxxxx Real Estate Advisors, LLC, a Georgia limited liability company, or its successor interest, or any successor special servicer of the 65 Broadway Whole Loan appointed as provided herein; and (iii) with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 3.22(i) of this Agreement, as applicable and as the context may require. As of the Closing Date, KeyBank National Association is the Excluded Special Servicer with respect to the Irving Market Center Mortgage Loan.

“Special Servicer Decision”: Any of the following:

(a) approving or denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other similar agreements for all leases (other than, in each case, ground leases) in excess of the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area at the related Mortgaged Property;

(b) approving annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x (to the extent lender approval is required under the related Loan Documents) with material (more than 10%) increases in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);

(c) any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as “performance”, “earn-out” or “holdback” escrows or reserves including the funding or disbursement of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties identified on Exhibit Y to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance related criteria is not required pursuant to the terms of the related Loan Documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Loan Documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, will not constitute a Special Servicer Decision);

(d) any requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged Property or the Borrower’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, except as provided in clause (i) of this definition of Special Servicer Decision below; (iii) the acceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a defeasance; or (iv) requests that are related to any condemnation action

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that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property;

(e) approving any transfer of an interest in the Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an assumption agreement, unless such transfer or assumption (i) is allowed under the terms of the related Loan Documents without the exercise of any lender approval or discretion other than confirming the satisfaction of the conditions to the transfer or assumption set forth in the related Loan Documents that do not include lender approval or the exercise of lender discretion, including a consent to transfer or assumption to any subsidiary or affiliate of such Borrower or to a person acquiring less than a majority interest in such Borrower and (ii) does not involve incurring new mezzanine financing or a change in control of the Borrower;

(f) requests to incur additional debt in accordance with the terms of the applicable Loan Documents;

(g) approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);

(h) approval of easements that materially affect the use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to the related Mortgage Loan;

(i) agreeing to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers of interest in the Borrower or the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Loan Documents do not otherwise permit such principal prepayment; and

(j) determining whether to cure any default by a Borrower under a ground lease or permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement or entry into a new ground lease (and in any such case, the Master Servicer will be required to provide the Special Servicer with any notice that it receives relating to a default by the Borrower under a ground lease where the collateral for the related Mortgage Loan is the ground lease);

provided, however, that notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer will process any of the foregoing matters (as well as any Major Decision) with respect to any Performing Loan; provided, further, that the Master Servicer will, without the need for any such mutual agreement between the Master Servicer and the Special Servicer, process any Special Servicer Decision described in subclauses (i) and (ii) of clause (i) of this definition

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of “Special Servicer Decision” with respect to any Performing Loan, in each case subject to the consent (or deemed consent) of the Special Servicer as obtained pursuant to this Agreement.

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

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

“Special Servicing Compensation”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.

“Special Servicing Fee”: With respect to each Specially Serviced Loan (or Serviced REO Loan) for each Collection Period (or portion thereof), the fraction of the Special Servicing Fee Rate applicable to such Collection Period, or portion thereof (determined using the same interest accrual methodology and payment period that is applied with respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied by the Stated Principal Balance of such Specially Serviced Loan (or Serviced REO Loan). For the avoidance of doubt, (A) in the event that a Principal Prepayment in full or an event described in clauses (i) through (vii) under the definition of “Liquidation Proceeds” has occurred with respect to any such Specially Serviced Loan or Serviced REO Loan on a date that is not a Due Date or if such Specially Serviced Loan or Serviced REO Loan is otherwise not specially serviced for the entire subject Collection Period, in connection with any partial month interest payment, the Special Servicing Fee is payable for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such Serviced REO Loan is computed and (B) the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC with respect to the Mortgage Loans and the REO Mortgage Loans and from the Trust Subordinate Companion Loan REMIC with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan.

“Special Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.2500% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.

“Specially Serviced Loan”: Subject to Section 3.23 of this Agreement, any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan:

(i) as to which a payment default has occurred at its original Maturity Date, or, if the original Maturity Date has been extended, at its extended Maturity

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Date, and in the case of a Balloon Payment, if the Balloon Payment is delinquent and the related Borrower has not provided the Master Servicer (who shall promptly forward such written evidence to the Special Servicer) or Special Servicer, as of the related Maturity Date, written evidence from a lender regularly engaged in the business of making loans (similar to the Mortgage Loan being refinanced) that are secured by commercial real estate of such lender’s signed and binding (subject only to market conditions) application to refinance such Mortgage Loan, and such application will include delivery of a non-refundable good faith deposit by the related Borrower, or a signed purchase and sale agreement with respect to a sale of the Mortgaged Property and such purchase and sale agreement will include delivery of a deposit in an amount at least equal to five percent (5%) of the outstanding principal balance of such Mortgage Loan by the purchaser (in each case subject only to typical due diligence and closing conditions in a manner consistent with real estate lending market practices of a similarly situated Mortgaged Property that is satisfactory in form and substance to the Master Servicer and the Special Servicer from an acceptable lender or purchaser reasonably satisfactory to the Master Servicer and the Special Servicer (and the Master Servicer or Special Servicer, as applicable, shall promptly forward such application, purchase and sale agreement or other similar refinancing or sale documentation to the other such party)), which provides that such refinancing or sale will occur within 120 days of such related Maturity Date, provided that such Mortgage Loan and any related Companion Loan, as applicable, will become a Specially Serviced Loan immediately (a) if, in the judgment of the Special Servicer in accordance with the Servicing Standard, the related Borrower fails to diligently pursue such refinancing or sale, or fails to satisfy any condition of such refinancing or sale or the related Borrower fails to pay any Assumed Scheduled Payment on the related due date (subject to any applicable grace period) at any time before the refinancing or sale, (b) if such refinancing or sale does not occur within 120 days of the related Maturity Date (or within such shorter period as the refinancing or sale is scheduled to occur pursuant to the related refinancing documentation or purchase agreement), or (iii) the related refinancing documentation or purchase agreement is terminated before the refinancing or sale is scheduled to occur;

(ii) as to which any Periodic Payment (other than a Balloon Payment) is more than 60 days delinquent (unless, prior to such Periodic Payment becoming more than 60 days delinquent, in the case of a Mortgage Loan with an associated mezzanine loan, the holder of the related Companion Loan or the holder of the related mezzanine debt, as applicable, cures such delinquency);

(iii) as to which (a) the Borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or a similar insolvency proceeding, or (b) the Borrower has become the subject of a decree or order for that proceeding; provided that, with respect to clause (b), that if the appointment, decree or order was involuntary and is stayed or discharged, or the case dismissed within 60 days, that Mortgage Loan and any related Companion Loan will not be considered a Specially Serviced Loan during that period), or (c) the Borrower has admitted in writing its inability to pay its debts generally as they become due;

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(iv) as to which the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage on the Mortgaged Property;

(v) as to which, in the judgment of the Master Servicer or Special Servicer (and, in the case of the Special Servicer, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder), as applicable, a payment default is imminent or reasonably foreseeable and is not likely to be cured by the Borrower within 60 days;

(vi) as to which a default that the Master Servicer or Special Servicer has notice (other than a failure by the related Borrower to pay principal or interest) and which the Master Servicer or Special Servicer (and, in the case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded Loan and unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder) determines, in its good faith reasonable judgment, may materially and adversely affect the interests of the Certificateholders (and, with respect to any Whole Loan, the interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu nature of any Pari Passu Companion Loans and the subordinate nature of any Subordinate Companion Loans, as applicable), has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan or related Companion Loan documents, other than in certain circumstances the failure to maintain terrorism insurance (or if no grace period is specified for events of default that are capable of cure, 60 days); or

(vii) as to which the Master Servicer or Special Servicer (and, in the case of the Special Servicer, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder) determines that (a) a default (other than as described in clause (v) above) under the Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or related Companion Loan or otherwise materially adversely affect the interests of Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of the related Companion Loan as a collective whole (taking into account the pari passu nature of any Pari Passu Companion Loan and the subordinate nature of any Subordinate Companion Loan, as applicable)), and (c) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related Companion Loan, or, if no cure period is specified and the default is capable of being cured, for 60 days (provided that such 60-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion Loan); provided that any determination that a special servicing transfer event has occurred under this clause (vii) with respect to any Mortgage Loan or related Companion Loan solely by reason of the failure (or imminent failure) of the related Borrower to maintain or cause to be maintained insurance coverage against damages or losses

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arising from acts of terrorism may only be made by the Special Servicer (with, unless a Control Termination Event has occurred and is continuing, the consent of the Directing Holder) as described under Section 3.08.

If a Servicing Transfer Event exists with respect to any Mortgage Loan included in a Serviced Whole Loan, then it will also be deemed to exist with respect to the related Serviced Companion Loans, and vice versa.

“Split Mortgage Loan”: Any Mortgage Loan that is part of a Whole Loan. The only Split Mortgage Loans that are assets of the Trust as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the “Whole Loan” chart under the heading “Loan No.”

“SSTII Self Storage Portfolio II Companion Loan”: The Pari Passu Companion Loan associated with the SSTII Self Storage Portfolio II Mortgage Loan.

“SSTII Self Storage Portfolio II Mortgage Loan”: The Mortgage Loan included in the Trust identified as No. 3 on the Mortgage Loan Schedule, secured by the Mortgaged Properties referred to as the SSTII Self Storage Portfolio II.

“SSTII Self Storage Portfolio II Whole Loan”: The SSTII Self Storage Portfolio Companion Loan, together with the SSTII Self Storage Portfolio II Mortgage Loan. References herein to the SSTII Self Storage Portfolio II Whole Loan shall be construed to refer to the aggregate indebtedness under the related notes with respect to the SSTII Self Storage Portfolio II Mortgage Loan and the SSTII Self Storage Portfolio II Companion Loan.

“Startup Day”: In the case of the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Lower-Tier REMIC, the day designated as such pursuant to Section 2.07 of this Agreement.

“Stated Principal Balance”: With respect to any Mortgage Loan or the Trust Subordinate Companion Loan (including any such loan as to which the related Mortgaged Property has become and REO Property), on any date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan or the Trust Subordinate Companion Loan (or in the case of a Qualified Substitute Mortgage Loan, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement (or, in the case of the Trust Subordinate Companion Loan, as provided in the related Loan Documents and Co-Lender Agreement) to, principal of or with respect to (A) such Mortgage Loan that are part of the Scheduled Principal Distribution Amount and/or the Unscheduled Principal Distribution Amount (determined without regard to the proviso to the definition thereof) for such Distribution Date or (B) the Trust Subordinate Companion Loan that are part of the 65 Broadway Scheduled Principal Distribution Amount and/or the 65 Broadway Unscheduled Principal Distribution Amount (determined without regard to the proviso to the definition thereof) for such Distribution Date, and (ii) any principal forgiven by the Special Servicer (or with respect to a Non-Serviced Mortgage

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Loan, by the related Non-Serviced Special Servicer or other applicable servicer) and other principal losses realized in respect of such Mortgage Loan or the Trust Subordinate Companion Loan, since the Determination Date for the previous Distribution Date through and including the related Determination Date (or with respect to a Non-Serviced Mortgage Loan, during the corresponding one-month period in accordance with the terms of the related Non-Serviced PSA and Co-Lender Agreement). With respect to any Serviced Companion Loan (including any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property) other than the Trust Subordinate Companion Loan, as of any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Serviced Companion Loan as of the Cut-Off Date, minus (i) all amounts remitted to the related Companion Loan Noteholder as of such date of determination that are allocable to principal of such Serviced Companion Loan and (ii) any principal forgiven by the Special Servicer and other principal losses realized in respect of such Serviced Companion Loan as of such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan or Companion Loan (including the Trust Subordinate Companion Loan) that has been paid in full or with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of a Non-Serviced Mortgage Loan, with respect to which the Non-Serviced Special Servicer has made an equivalent determination) shall be zero from and after the Distribution Date related to the first Determination Date as of which such payment or determination is made. The Stated Principal Balance of a Serviced Whole Loan (including a Serviced Whole Loan as to which the related Mortgaged Property has become an REO Property), as of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s).

A Mortgage Loan (including a Mortgage Loan as to which the related Mortgaged Property has become and REO Property) shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are received, would have been) distributed to Certificateholders. The Stated Principal Balance of any Mortgage Loan or Serviced Whole Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination is zero.

“Xxxxx Multifamily Portfolio Whole Loan”: The Whole Loan secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as Xxxxx Multifamily Portfolio Whole Loan.

“Sub-Servicer”: Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller Sub-Servicer and any primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Properties or the Trust Subordinate Companion Loan.

“Sub-Servicing Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this Agreement.

“Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the

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mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer or a Servicing Function Participant.

“Subject Loans”: As defined in Section 11.02(b).

“Subordinate Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans related to the Trust as of the Closing Date are evidenced by the Mortgage Notes identified under the heading “Subordinate Companion Loan(s)” in the “Whole Loans” table in the Preliminary Statement.

“Substitution Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate Purchase Price, as the case may be, for such Removed Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s).

“Tax Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions, and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable State and Local Tax Law.

“Terminated Party”: As defined in Section 7.01(e) of this Agreement.

“Terminating Party”: As defined in Section 7.01(e) of this Agreement.

“Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.

“Test”: As defined in Section 11.01(b)(iv).

“Third Party Appraiser”: A Person performing an Appraisal.

“Third Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report, seismic report, engineering report, structural report, property condition report or similar report, if any.

“Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.

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“Transferee Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.

“Transferor Letter”: As defined in Section 5.02(l)(ii) of this Agreement.

“Trust” or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement and the Trust Subordinate Companion Loan for so long as it is subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).

“Trust Ledger”: Amounts deposited in the Collection Account or a Serviced Whole Loan Custodial Account and attributable to the Mortgage Loans, the Trust Subordinate Companion Loan or related Serviced Whole Loan, respectively, which are maintained pursuant to Section 3.06 of this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders or held on behalf of the Trustee on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.

“Trust REMICs”: The Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC.

“Trust Subordinate Companion Loan”: That certain subordinate loan evidenced by promissory note B having a Cut-off Date outstanding principal balance of $96,000,000 made by the related Borrower and secured by the Mortgage on the 65 Broadway Mortgaged Property, which is part of the 65 Broadway Whole Loan, which is included in the Trust and which is subordinate in right of payment to the 65 Broadway Mortgage Loan and the related Pari Passu Companion

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Loan to the extent set forth in the related Loan Documents and as provided in the 65 Broadway Co-Lender Agreement. The term “Trust Subordinate Companion Loan” shall include any successor REO Companion Loan.

“Trust Subordinate Companion Loan Distribution Amount”: As defined in Section 4.01(a).

“Trust Subordinate Companion Loan Regular Interests”: The Class L65A Interest, the Class L65B Interest, the Class L65C Interest, the Class L65D Interest, the Class L65E Interest and the Class L65RR Interest issued by the Trust Subordinate Companion Loan REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Trust Subordinate Companion Loan Regular Interest (i) is designated as a “regular interest” in the Trust Subordinate Companion Loan REMIC, (ii) relates to its Corresponding Certificates and Corresponding Component (if any), (iii) is uncertificated, (iv) has an initial Trust Subordinate Companion Loan REMIC Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan from time to time, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01 of this Agreement.

“Trust Subordinate Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consists of the Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of any REO Property with respect thereto, the related portions of the REO Account, and the Trust Subordinate Companion Loan REMIC Distribution Account.

“Trust Subordinate Companion Loan REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF1 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2019-CF1, Trust Subordinate Companion Loan REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Trust Subordinate Companion Loan REMIC Distribution Account shall be an asset of the Trust Subordinate Companion Loan REMIC.

“Trust Subordinate Companion Loan REMIC Principal Balance”: With respect to any Trust Subordinate Companion Loan Regular Interest, an amount initially equal to the original principal balance set forth in the Preliminary Statement herein, and which from time to time will equal such amount reduced by the amount of distributions of the Trust Subordinate Companion Loan Distribution Amount allocable to principal thereof and 65 Broadway Realized Losses allocable thereto in all prior periods as described in Section 4.01(a) and Section 4.01(f), respectively, of this Agreement, such that at all times the Trust Subordinate Companion Loan REMIC Principal Balance of such Trust Subordinate Companion Loan Regular Interest shall equal the Certificate Balance of the Corresponding Certificates.

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

“Trustee”: Citibank, N.A., in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed as herein provided.

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

“Underwriters”: Cantor Xxxxxxxxxx & Co., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC and CastleOak Securities, L.P. and their respective successors in interest.

“Unliquidated Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement, as applicable, but that has not been recovered from the related Borrower or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Whole Loan or Serviced REO Property in respect of which the Advance was made.

“Unscheduled Payments”: With respect to any Mortgage Loan or the Trust Subordinate Companion Loan, all Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds payable under such Mortgage Loan or the Trust Subordinate Companion Loan, the Purchase Price of any Mortgage Loan that is, or the Trust Subordinate Companion Loan if it is, repurchased or purchased pursuant to Section 2.04, Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount with respect to any substitution pursuant to Section 2.04(h) of this Agreement and any other payments under or with respect to such Mortgage Loan or the Trust Subordinate Companion Loan not scheduled to be made at the time of receipt, including Principal Prepayments received by the Master Servicer (but excluding Prepayment Premiums or Yield Maintenance Charges, if any).

“Unscheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following (in each case to the extent not included in the Principal Distribution Amount for any prior Distribution Date): (a) all Principal Prepayments received on the Mortgage Loans as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date); and (b) the principal portion of any other collections (exclusive of payments by Borrowers) received on the Mortgage Loans and any REO Properties as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer or Special Servicer, as applicable, as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by the Master Servicer as recoveries of previously unadvanced principal of the related Mortgage Loan; provided, that all such

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