CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, PACIFIC LIFE INSURANCE COMPANY and...

Exhibit 99.5

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
Depositor,

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

Master Servicer,

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

each as a Special Servicer as described herein,

PENTALPHA SURVEILLANCE LLC,
Operating Advisor and Asset Representations Reviewer,

citibank, n.a.,
Certificate Administrator,

and

wilmington trust, national association,
Trustee

POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2019

Benchmark 2019-B12 Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Series 2019-B12

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

Section 1.01	Defined Terms	11
Section 1.02	Certain Calculations	160
Section 1.03	Certain Constructions	165
ARTICLE II

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

Section 2.01	Conveyance of Mortgage Loans and Trust Subordinate Companion Loans	166
Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	172
Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	174
Section 2.04	Representations and Warranties of the Depositor	192
Section 2.05	Representations, Warranties and Covenants of the Master Servicer	194
Section 2.06	Representations, Warranties and Covenants of the Special Servicers	196
Section 2.07	Representations and Warranties of the Trustee	198
Section 2.08	Representations and Warranties of the Certificate Administrator	200
Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	201
Section 2.10	Representations, Warranties and Covenants of the Asset Representations Reviewer	203
Section 2.11	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests, Woodlands Mall Regular Interests and Centre Regular Interests	205
Section 2.12	Miscellaneous REMIC and Grantor Trust Provisions	206

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST
SUBORDINATE COMPANION LOANS

Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans and Trust Subordinate Companion Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans	207
Section 3.02	Liability of the Master Servicer	221
Section 3.03	Collection of Certain Mortgage Loan Payments	221
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	223
Section 3.05	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	226
Section 3.05A	Loan Combination Custodial Account	231

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		Page

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

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	332

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Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	353
Section 4.03	Compliance With Withholding Requirements	374
Section 4.04	REMIC Compliance	375
Section 4.05	Imposition of Tax on the Trust REMICs	377
Section 4.06	Remittances; P&I Advances	379
Section 4.07	Grantor Trust Reporting	386
Section 4.08	Calculations	387
Section 4.09	Secure Data Room	388

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	389
Section 5.02	Form and Registration	390
Section 5.03	Registration of Transfer and Exchange of Certificates	394
Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	403
Section 5.05	Persons Deemed Owners	404
Section 5.06	Appointment of Paying Agent	404
Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	404
Section 5.08	Actions of Certificateholders	405
Section 5.09	Authenticating Agent	406
Section 5.10	Appointment of Custodian	407
Section 5.11	Maintenance of Office or Agency	408
Section 5.12	Voting Procedures	408

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE
CONTROLLING CLASS REPRESENTATIVE

Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	409
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	410
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	411
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	412
Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	415
Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	416
Section 6.07	Rating Agency Fees	417
Section 6.08	Termination of the Special Servicer	417

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Section 6.09	The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties	426

ARTICLE VII

DEFAULT

Section 7.01	Servicer Termination Events	436
Section 7.02	Trustee to Act; Appointment of Successor	443
Section 7.03	Notification to Certificateholders	445
Section 7.04	Other Remedies of Trustee	445
Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	446
Section 7.06	Termination of the Operating Advisor	447

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of the Trustee and the Certificate Administrator	450
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	454
Section 8.03	Neither the Trustee nor the Certificate Administrator Is Liable for Certificates or Trust Loans	457
Section 8.04	Trustee and Certificate Administrator May Own Certificates	458
Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	459
Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	462
Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	463
Section 8.08	Successor Trustee or Successor Certificate Administrator	465
Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	465
Section 8.10	Appointment of Co-Trustee or Separate Trustee	466
Section 8.11	Access to Certain Information	467

ARTICLE IX

TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE

Section 9.01	Termination; Optional Trust Loan Purchase	469

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	477
Section 10.02	Succession; Sub-Servicers; Subcontractors	478
Section 10.03	Filing Obligations	481

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Section 10.04	Form 10-D and Form ABS-EE Filings	482
Section 10.05	Form 10-K Filings	486
Section 10.06	Xxxxxxxx-Xxxxx Certification	490
Section 10.07	Form 8-K Filings	490
Section 10.08	Annual Compliance Statements	493
Section 10.09	Annual Reports on Assessment of Compliance With Servicing Criteria	494
Section 10.10	Annual Independent Public Accountants’ Servicing Report	496
Section 10.11	Significant Obligors	497
Section 10.12	Indemnification	498
Section 10.13	Amendments	501
Section 10.14	Regulation AB Notices	501
Section 10.15	Termination of the Certificate Administrator	502
Section 10.16	Termination of the Master Servicer or the Special Servicer	502
Section 10.17	Termination of Sub-Servicing Agreements	502
Section 10.18	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	503
Section 10.19	Termination of Exchange Act Filings With Respect to the Trust	505

ARTICLE XI

ASSET REVIEW PROVISIONS

Section 11.01	Asset Review	506
Section 11.02	Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	513
Section 11.03	Resignation of the Asset Representations Reviewer	514
Section 11.04	Restrictions of the Asset Representations Reviewer	514
Section 11.05	Termination of the Asset Representations Reviewer	515

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01	Counterparts	518
Section 12.02	Limitation on Rights of Certificateholders	518
Section 12.03	Governing Law	519
Section 12.04	Notices	519
Section 12.05	Severability of Provisions	528
Section 12.06	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	528
Section 12.07	Amendment	530
Section 12.08	Confirmation of Intent	533
Section 12.09	Third-Party Beneficiaries	534
Section 12.10	Request by Certificateholders or the Serviced Companion Loan Holder	534
Section 12.11	Waiver of Jury Trial	534
Section 12.12	Submission to Jurisdiction	535
Section 12.13	Exchange Act Rule 17g-5 Procedures	535

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

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TABLE OF EXHIBITS

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

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

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

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

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

PRELIMINARY STATEMENT:

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

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

WOODLANDS MALL REMIC

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

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

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

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

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

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

CENTRE REMIC

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

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

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Designation of Centre Regular Interest	Interest Rate	Original Centre Principal Balance
Class LTC-A	⁽¹⁾	$	9,600,000
Class LTC-B	⁽¹⁾	$	8,900,000
Class LTC-C	⁽¹⁾	$	10,400,000
Class LTC-D	⁽¹⁾	$	10,300,000
Class LTC-E	⁽¹⁾	$	25,800,000
Class LTCRR	⁽¹⁾	$	5,000,000

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

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

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

LOWER-TIER REMIC

The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) 15 classes of uncertificated Lower-Tier Regular Interests (designated as the Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class XX-XX, Class LG-RR, Class XX-XX and Class LVRR Lower-Tier Regular Interests, respectively), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC and will be evidenced by the Class R Certificates.

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

Designation of Lower-Tier Regular Interest	Interest Rate	Original Lower-Tier Principal Balance
Class LA-1	⁽¹⁾	$	16,310,000
Class LA-2	⁽¹⁾	$	221,930,000
Class LA-3	⁽¹⁾	$	5,920,000
Class LA-4	⁽¹⁾	$	215,000,000
Class LA-5	⁽¹⁾	$	321,699,000
Class LA-AB	⁽¹⁾	$	22,612,000
Class LA-S	⁽¹⁾	$	143,478,000
Class LB	⁽¹⁾	$	50,217,000
Class LC	⁽¹⁾	$	43,043,000

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

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

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

UPPER-TIER REMIC

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

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

Class Designation	*Approximate Initial Pass-Through Rate (per annum)*	Original Certificate Balance / Original Notional Amount
Class A-1	2.2557%	$	16,310,000
Class A-2	3.0008%	$	221,930,000
Class A-3	2.8130%	$	5,920,000
Class A-4	2.8589%	$	215,000,000
Class A-5	3.1156%	$	321,699,000
Class A-AB	3.0416%	$	22,612,000
Class X-A⁽¹⁾	1.2070%	$	946,949,000

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

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

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

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

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

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

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

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

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

Class Designation	Corresponding Lower-Tier Regular Interest, Woodlands Mall Regular Interest or Centre Regular Interest⁽¹⁾	Corresponding Component⁽¹⁾
Class A-1	Class LA-1	Class A-1
Class A-2	Class LA-2	Class A-2
Class A-3	Class LA-3	Class A-3
Class A-4	Class LA-4	Class A-4
Class A-5	Class LA-5	Class A-5
Class A-AB	Class LA-AB	Class A-AB
Class A-S	Class LA-S	Class A-S
Class B	Class LB	Class B
Class C	Class LC	Class C
Class D	Class LD	Class D
Class E	Class LE	Class E
Class F-RR	Class XX-XX	N/A
Class G-RR	Class LG-RR	N/A
Class J-RR	Class XX-XX	N/A
Class VRR Upper-Tier Regular Interest	Class LVRR⁽²⁾	N/A
Class WM-A	Class LWM-A	N/A
Class WM-B	Class LWM-B	N/A
Class WM-C	Class LWM-C	N/A
Class WMRR	Class LWMRR	N/A
Class TC-A	Class LTC-A	N/A
Class TC-B	Class LTC-B	N/A
Class TC-C	Class LTC-C	N/A
Class TC-D	Class LTC-D	N/A
Class TC-E	Class LTC-E	N/A
Class TCRR	Class LTCRR	N/A

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

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

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GRANTOR TRUST

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

LOAN COMBINATIONS

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

Loan No. for related Mortgage Loan

Name of related Mortgaged Property or Portfolio of Mortgaged Properties

Servicing Type

Outside Servicing Agreement

Date of Co-Lender Agreement

Mortgage Loan

Pari Passu Companion Loan(s)

Subordinate Companion Loan(s)

30 Xxxxxx Yards

Outside Serviced

HY 2019-30HY TSA

July 6, 2019

Notes X-0-X0, X-0-X0, X-0-X00

Notes X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0,

Xxxxx X-0, X-0, B-3

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Loan No. for related Mortgage Loan

Name of related Mortgaged Property or Portfolio of Mortgaged Properties

Servicing Type

Outside Servicing Agreement

Date of Co-Lender Agreement

Mortgage Loan

Pari Passu Companion Loan(s)

Subordinate Companion Loan(s)

X-0-X0, X-0-X0, X-0-X0, X-0-X0, X-0-X0, A-3-S3

Woodlands Mall

Serviced

N/A

August 8, 2019

Notes X-0-0, X-0, X-0

Notes X-0-0, X-0, X-0, X-0, X-0

Note B

The Zappettini Portfolio

Serviced

N/A

May 31, 2019

Note A-1

Note A-2

N/A

Xxxxxx Triangle

Outside Serviced

JPMCC 2019-OSB TSA

June 13, 2019

Note A-2

Notes X-0, X-0, X-0, X-0, X-0

Note B-1

10000 Santa Xxxxxx Boulevard

Outside Serviced

NCMS 2019-10K TSA

June 4, 2019

Notes X-0, X-0, X-0

Notes X-0, X-0, X-0, X-0, X-0

Note A-B

0 Xxxxxxxx Xxxxxx

Outside Serviced

Benchmark 2019-B10 PSA

March 13, 2019

Notes X-0-0-X, X-0-0

Xxxxx X-0-0, X-0-0-X, X-0-0, X-0-0 X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0-X, X-0-0-X

Xxxxx X-0, X-0

250 Xxxxxxxxxx

Outside Serviced

GSMS 2019-GC40 PSA

July 11, 2019

Note A-2

Note A-1

N/A

Grand Canal Shoppes

Outside Serviced

MSC 2019-H7 PSA

July 3, 2019

Note A-3-1

Notes X-0-0, X-0-0, X-0-0,

X-0-0, X-0-0, X-0-0, X-0-0, A-1-8, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0,

Note B

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Loan No. for related Mortgage Loan

Name of related Mortgaged Property or Portfolio of Mortgaged Properties

Servicing Type

Outside Servicing Agreement

Date of Co-Lender Agreement

Mortgage Loan

Pari Passu Companion Loan(s)

Subordinate Companion Loan(s)

X-0-0, X-0-0, X-0-0, X-0-0, X-0-0, X-0-0,

X-0-0

CIRE Equity Retail & Industrial Portfolio

Serviced

N/A

July 11, 2019

Notes X-0, X-0-0

Xxxxx X-0-0, X-0, X-0, X-0, A-6

N/A

Waterfront Plaza

Outside Serviced

GSMS 2019-GC40 PSA

June 24, 2019

Notes X-0, X-0

Xxxxx X-0, X-0

N/A

2 MacArthur

Serviced

N/A

June 14, 2019

Note A

N/A

Note B

The Centre

Serviced

N/A

July 29, 2019

Note A-1

Note A-2-1, A-2-2

Note B-1

Vie Portfolio

Outside Serviced

JPMCC 2019-COR5 PSA

April 11, 2019

Note X-0

Xxxxx X-0, X-0

X/X

ICON Upper East Side Portfolio

Outside Serviced

JPMCC 2019-ICON UES TSA

May 16, 2019

Note X-0

Xxxxx X-0, X-0

Note B

SWVP Portfolio

Outside Serviced

BBCMS 2019-C3 PSA

June 11, 2019

Note A-10

Notes X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0

N/A

Xxxxxxxxx at Xxxxxx

Outside Serviced

Benchmark 2019-B11 PSA

June 17, 2019

Note X-0-X

Xxxxx X-0-X, X-0

X/X

CREDIT RISK RETENTION

Pooled Certificates

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

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

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

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

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

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

Woodlands Mall Loan-Specific Certificates

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

Centre Loan-Specific Certificates

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

* * * * *

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

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

Article I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(iv) Yield Maintenance Charges on the Mortgage Loans;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Benchmark 2019-B11 PSA”: The Pooling and Servicing Agreement, dated as of June 1, 2019, between X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the Benchmark 2019-B11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B11 were issued.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Certificateholder Quorum”: A quorum that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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“Closing Date”: August 8, 2019.

“CMBS”: Commercial mortgage-backed securities.

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

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

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

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

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

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

“Commission”: The Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Corporate Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: CMBS Trustee Benchmark

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2019-B12, and (ii) the Certificate Administrator is located, for certificate transfer purposes, at 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, Attention - Securities Window, and for all other purposes, except as specifically set forth herein, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Transaction Services, Benchmark 2019-B12.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(vii) the related Loan Agreement, if any;

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

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

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

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

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

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

(xiv) any related environmental insurance policy;

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

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

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

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

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

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

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

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

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

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

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

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

(k) a copy of all zoning reports;

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

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

(n) a copy of all UCC searches;

(o) a copy of all litigation searches;

(p) a copy of all bankruptcy searches;

(q) a copy of the origination settlement statement;

(r) a copy of any Insurance Summary Report;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Eligible Account”: Any of: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company (including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least “AA-“ by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository institution or trust company are rated no less than “F1” by Fitch) or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch), (b) the long-term unsecured debt obligations or deposit accounts of which are rated at least “BBB+” by S&P in the case of letters of credit and accounts in which funds are held for more than 30 days or, in the case of letters of credit and accounts in which funds are held for 30 days or less, the short-term deposit accounts or short-term unsecured debt obligations of which are rated at least “A-1” by S&P (or “A-2” by S&P if the long-term unsecured debt obligations or deposit accounts thereof are rated at least “BBB” by S&P); (ii) an account or accounts maintained with PNC Bank, National Association or Citibank, N.A. so long as the long-term unsecured debt rating or deposit account rating of PNC Bank, National Association or Citibank, N.A., as applicable, shall be at least “A-“ by Fitch and “BBB” by S&P (if the deposits are to be held in the account for more than 30 days) or the short-term deposit account or short-term unsecured debt rating of PNC Bank, National Association or Citibank, N.A., as applicable, shall be at least “F1” by Fitch and “A-2” by S&P (if the deposits are to be held in the account for 30 days or less); (iii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority; (iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (ii) above, with respect to which a Rating Agency Confirmation has been obtained from Morningstar and each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account; or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Initial Purchasers”: Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Deutsche Bank Securities Inc., Academy Securities, Inc. and Xxxxxx Xxxxxxxx, LLC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Investor Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class Representative or a Loan-Specific Controlling Class Representative (to the extent the Controlling Class Representative or such Loan-Specific Controlling Class Representative is not a Certificateholder or a Certificate Owner), a Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party is not a Certificateholder or Certificate Owner) or a Serviced Companion Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1) in the case of a Person that is not the Controlling Class Representative, a Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan-Specific Controlling Class Certificateholder, such Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case of the Controlling Class Representative, any Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan-Specific Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan Holder or its Companion Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit X-0X, Xxxxxxx X-0X, Xxxxxxx X-0X, Exhibit M-1D or Exhibit M-1E to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or (2) in the case of the Controlling Class Representative, any Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan-Specific Controlling Class Certificateholder, such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which may be a click-through confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its

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

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

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

“IRS”: The Internal Revenue Service.

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

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

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

“JPMCC 2019-COR5 PSA”: The Pooling and Servicing Agreement, dated as of June 1, 2019, between X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Xxxxx Fargo Bank, National Association, as trustee and as certificate administrator and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2019-COR5, Commercial Mortgage Pass-Through Certificates, Series 2019-COR5, were issued.

“JPMCC 2019-ICON UES TSA”: The Trust and Servicing Agreement, dated as of May 16, 2019, between X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Xxxxx Fargo Bank, National Association, as trustee and as certificate administrator, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2019-ICON UES, Commercial Mortgage Pass-Through Certificates, Series 2019-ICON UES, were issued.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Lower-Tier Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Lower-Tier REMIC, designated as the Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class XX-XX, Class LG-RR, Class XX-XX and Class LVRR Lower-Tier Regular Interests.

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

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

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

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

“MAI”: Member of the Appraisal Institute.

“Major Decision”: Collectively:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) the Loan Number;

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

(iii) the Cut-Off Date Balance;

(iv) the original Mortgage Rate;

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

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

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

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

(viii) the Mortgage Loan Seller(s);

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

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

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

(xii) the Revised Rate, if applicable;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Non-Book Entry Certificates”: As defined in

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, PACIFIC LIFE INSURANCE COMPANY and...